EXECUTION COPY
DECEMBER 18, 2001
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of December 5, 2001 (the
"Agreement"), between UBS Warburg Real Estate Investments Inc. (together with
its successors and permitted assigns hereunder, the "Seller"), UBS Principal
Finance LLC, a Delaware limited liability company, as an additional party
responsible for the Seller's obligations hereunder (in such capacity, together
with its successors and permitted assigns hereunder, the "Additional Party"),
and Structured Asset Securities Corporation (together with its successors and
permitted assigns hereunder, the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase certain
multifamily and commercial mortgage loans (the "Mortgage Loans") as provided
herein. The Purchaser intends to deposit the Mortgage Loans, together with
certain other multifamily and commercial mortgage loans (the "Other Loans"; and,
together with the Mortgage Loans, the "Securitized Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to the Trust Fund. The Certificates will be
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), to be dated as of December 11, 2001, among the Purchaser as
depositor, First Union National Bank as master servicer (the "Master Servicer"),
Lend Lease Asset Management, L.P. as special servicer (the "Special Servicer"),
LaSalle Bank National Association as trustee (the "Trustee") and ABN AMRO Bank
N.V. as fiscal agent (the "Fiscal Agent"). Capitalized terms used but not
defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the "Underwriting
Agreement"), dated as of the date hereof, with ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇"),
UBS Warburg LLC ("UBSW") and Credit Suisse First Boston Corporation
(collectively in such capacity, the "Underwriters"), whereby the
Purchaser will sell to the Underwriters all of the Certificates that are to
be registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Purchaser has also entered into a Certificate Purchase Agreement (the
"Certificate Purchase Agreement"), dated as of the date hereof, with ▇▇▇▇▇▇ and
UBSW (together in such capacity, the "Placement Agents"), whereby the Purchaser
will sell to the Placement Agents all of the remaining Certificates (other than
the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller, UBS
(USA), Inc. (the "Co-Indemnitor"), the Purchaser, the Underwriters and the
Placement Agents have entered into an Indemnification Agreement (the
"Indemnification Agreement"), dated as of the date hereof.
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the
"Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans accepted by the
Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $559,042,320 (the "Initial UBS Pool Balance") as
of the close of
business on December 11, 2001 (the "Cut-off Date"), after giving effect to any
and all payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on
December 18, 2001 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The consideration for the Mortgage Loans
shall consist of: (A) a cash amount equal to % of the Initial UBS Pool
Balance, plus interest accrued on each Mortgage Loan at the related Net Mortgage
Rate, for the period from and including the Cut-off Date up to but not including
the Closing Date, which cash amount shall be paid to the Seller or its designee
by wire transfer in immediately available funds (or by such other method as
shall be mutually acceptable to the parties hereto) on the Closing Date; and (B)
Certificates representing a [o]% Percentage Interest in each of the Class R-I,
Class R-II and Class R-III Certificates (all such Residual Interest
Certificates, the "Seller's Residual Interest Certificates").
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date (other than the
primary servicing rights). The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with the Trustee a Mortgage File for
each Mortgage Loan in accordance with the terms of, and conforming to the
requirements set forth in, the Pooling and Servicing Agreement. Concurrently
with such delivery, the Seller shall deliver copies of the Mortgage Note,
Mortgage(s) and any reserve and cash management agreements with respect to each
Mortgage Loan to the Master Servicer and the Special Servicer.
(d) The Seller shall, through an Independent third party (the
"Recording/Filing Agent") retained by it, as and in the manner provided in the
Pooling and Servicing Agreement (and in any event within 45 days following the
later of the Closing Date and the date on which all necessary recording or
filing, as applicable, information is available to the Recording/Filing Agent),
cause (i) each assignment of Mortgage, each assignment of Assignment of Leases
and each UCC-2 and UCC-3 assignment, in favor of, and delivered as part of the
related Mortgage File to, the Trustee, to be submitted for recordation or
filing, as the case may be, in the appropriate public office for real property
records or Uniform Commercial Code financing statements, as appropriate, and
(ii) such assignments to be delivered to the Trustee following their return by
the applicable public recording or filing office, as the case may be, with
copies of such returned assignments to be delivered to the Master Servicer on a
monthly basis. If any such document or instrument is lost or returned unrecorded
or unfiled, as the case
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may be, because of a defect therein, then the Seller shall prepare a substitute
therefor or cure such defect or cause such to be done, as the case may be, and
the Seller shall deliver such substitute or corrected document or instrument to
the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling
and Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All documents and records relating to the Mortgage Loans and in the
Seller's possession or under its control (the "Additional Mortgage Loan
Documents") that are not required to be delivered to the Trustee and that are
reasonably necessary for the servicing of each such Mortgage Loan or otherwise
reasonably requested by the Master Servicer in connection with its duties under
the Pooling and Servicing Agreement, together with all unapplied Escrow Payments
and Reserve Funds in the possession or under the control of the Seller that
relate to the Mortgage Loans and a statement indicating which Escrow Payments
and Reserve Funds are allocable to each Mortgage Loan, shall be delivered or
caused to be delivered by the Seller to the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate sub-servicer).
(f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as
provided herein, the Seller shall not take any action inconsistent with the
Purchaser's ownership of the Mortgage Loans. Except for actions that are the
express responsibility of another party hereunder or under the Pooling and
Servicing Agreement, and further except for actions that the Seller is expressly
permitted to complete subsequent to the Closing Date, the Seller shall, on or
before the Closing Date, take all actions required under applicable law to
effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser.
(g) The Seller shall provide the Master Servicer the initial data with
respect to each Mortgage Loan for the CMSA Financial File and the CMSA Loan
Periodic Update File that are required to be prepared by the Master Servicer
pursuant to the Pooling and Servicing Agreement.
SECTION 3. Representations, Warranties and Covenants of Seller and
Additional Party.
(a) Each of the Seller and the Additional Party (each, for purposes of this
Section 3(a), a "Representing Party") hereby represent and warrant to and
covenant with the Purchaser, as of the date hereof, that:
(i) The Representing Party is duly organized or formed, as the case
may be, validly existing and in good standing as a legal entity under the
laws of the State of Delaware and possesses all requisite authority, power,
licenses, permits and franchises to carry on its business as currently
conducted by it and to execute, deliver and comply with its obligations
under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Representing Party and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Representing Party, enforceable against the
Representing
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Party in accordance with its terms, except as such enforcement may be
limited by (A) bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the enforcement of creditors'
rights in general, and (B) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Representing
Party and the Representing Party's performance and compliance with the
terms of this Agreement will not (A) violate the Representing Party's
organizational documents, (B) violate any law or regulation or any
administrative decree or order to which the Seller is subject or (C)
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Representing
Party is a party or by which the Representing Party is bound.
(iv) The Representing Party is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or other governmental agency or body, which
default might have consequences that would, in the Representing Party's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Representing Party or
its properties or have consequences that would materially and adversely
affect its performance hereunder.
(v) The Representing Party is not a party to or bound by any agreement
or instrument or subject to any organizational document or any other
corporate or limited liability company (as applicable) restriction or any
judgment, order, writ, injunction, decree, law or regulation that would, in
the Representing Party's reasonable and good faith judgment, materially and
adversely affect the ability of the Representing Party to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution and delivery of this Agreement by the Representing
Party or the performance by the Representing Party of its obligations under
this Agreement.
(vi) Except for the recordation and/or filing of assignments and other
transfer documents with respect to the Mortgage Loans, as contemplated by
Section 2(d), no consent, approval, authorization or order of, registration
or filing with, or notice to, any court or governmental agency or body, is
required for the execution, delivery and performance by the Representing
Party of or compliance by the Representing Party with this Agreement or the
consummation of the transactions contemplated by this Agreement; and no
bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Representing
Party's knowledge, threatened against the Representing Party that would, in
the Representing Party good faith and reasonable judgment, prohibit its
entering into this Agreement or materially and adversely affect the
performance by the Representing Party of its obligations under this
Agreement.
(viii) No proceedings looking toward merger, liquidation, dissolution
or bankruptcy of the Representing Party are pending or contemplated.
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In addition, the Seller hereby further represents and warrants to, and
covenants with, the Purchaser, as of the date hereof, that:
(i) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser, as provided herein, as a sale of the
Mortgage Loans to the Purchaser in exchange for the consideration specified
in Section 1 hereof. In connection with the foregoing, the Seller shall
cause all of its records to reflect such transfer as a sale (as opposed to
a secured loan). The consideration received by the Seller upon the sale of
the Mortgage Loans to the Purchaser will constitute at least reasonably
equivalent value and fair consideration for the Mortgage Loans. The Seller
will be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
is not selling the Mortgage Loans to the Purchaser with any intent to
hinder, delay or defraud any of the creditors of the Seller. After giving
effect to its transfer of the Mortgage Loans to the Purchaser, as provided
herein, the value of the Seller's assets, either taken at their present
fair saleable value or at fair valuation, will exceed the amount of the
Seller's debts and obligations, including contingent and unliquidated debts
and obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially all
of the assets of the Seller. The Seller does not intend to, and does not
believe that it will, incur debts or obligations beyond its ability to pay
such debts and obligations as they mature.
(ii) The Seller will acquire the Seller's Residual Interest
Certificates for its own account and not with a view to, or sale or
transfer in connection with, any distribution thereof, in whole or in part,
in any manner that would violate the Securities Act or any applicable state
securities laws.
(iii) The Seller understands that (A) the Seller's Residual Interest
Certificates have not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws,
(B) neither the Purchaser nor any other party is obligated so to register
or qualify the Seller's Residual Interest Certificates and (C) neither the
Seller's Residual Interest Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless it is (1)
registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (2) sold or transferred
in a transaction which is exempt from such registration and qualification
and the Certificate Registrar has received the certifications and/or
opinions of counsel required by the Pooling and Servicing Agreement.
(iv) The Seller understands that it may not sell or otherwise transfer
the Seller's Residual Interest Certificates, any security issued in
exchange therefor or in lieu thereof or any interest in the foregoing
except in compliance with the provisions of Section 5.02 of the Pooling and
Servicing Agreement, which provisions it has or, as of the Closing Date,
will have carefully reviewed, and that the Seller's Residual Interest
Certificates will bear legends that identify the transfer restrictions to
which such Certificates are subject.
(v) Neither the Seller nor anyone acting on its behalf has (A)
offered, transferred, pledged, sold or otherwise disposed of any Seller's
Residual Interest Certificate, any
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interest in a Seller's Residual Interest Certificate or any other similar
security to any person in any manner, (B) solicited any offer to buy or
accept a transfer, pledge or other disposition of any Seller's Residual
Interest Certificate, any interest in a Seller's Residual Interest
Certificate or any other similar security from any person in any manner,
(C) otherwise approached or negotiated with respect to any Seller's
Residual Interest Certificate, any interest in a Seller's Residual Interest
Certificate or any other similar security with any person in any manner,
(D) made any general solicitation by means of general advertising or in any
other manner, or (E) taken any other action, that (in the case of any of
the acts described in clauses (A) through (E) above) would constitute a
distribution of the Seller's Residual Interest Certificates under the
Securities Act, would render the disposition of the Seller's Residual
Interest Certificates a violation of Section 5 of the Securities Act or any
state securities law or would require registration or qualification of the
Seller's Residual Interest Certificates pursuant thereto. The Seller will
not act, nor has it authorized nor will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to the Seller's
Residual Interest Certificates, any interest in the Seller's Residual
Interest Certificates or any other similar security.
(vi) The Seller has been furnished with all information regarding (A)
the Purchaser, (B) the Seller's Residual Interest Certificates and
distributions thereon, (C) the nature, performance and servicing of the
Other Loans, (D) the Pooling and Servicing Agreement and the Trust Fund,
and (E) all related matters, that it has requested.
(vii) The Seller is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or
an entity in which all the equity owners come within such paragraphs and
has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the
Seller's Residual Interest Certificates; the Seller has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Seller is able to bear the economic
risks of such an investment and can afford a complete loss of such
investment.
(viii) The Seller is not a Plan and is not directly or indirectly
acquiring the Seller's Residual Interest Certificates on behalf of, as
named fiduciary of, as trustee of or with assets of a Plan.
(ix) The Seller is a United States Tax Person and is not a
Disqualified Organization.
(b) The Seller hereby makes, for the benefit of the Purchaser, with respect
to each Mortgage Loan, as of the Closing Date or as of such other date expressly
set forth therein, each of the representations and warranties set forth on
Exhibit B hereto.
SECTION 4. Representations and Warranties of the Purchaser. In order to
induce the Seller to enter into this Agreement, the Purchaser hereby represents
and warrants for the benefit of the Seller and the Additional Party as of the
date hereof that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Purchaser
has the full corporate power and authority and legal right to acquire the
Mortgage Loans from the Seller and to transfer the Mortgage Loans to the
Trustee.
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(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser and, assuming due authorization, execution and
delivery hereof by the Seller and the Additional Party, constitutes a
legal, valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as such enforcement may
be limited by (A) bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the enforcement of creditors'
rights in general, and (B) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's organizational documents,
(B) violate any law or regulation or any administrative decree or order to
which the Purchaser is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Purchaser is a party or by which the
Purchaser is bound.
(iv) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser,
as provided herein, as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller or the Additional Party discovers or receives notice of a
Document Defect or a breach of any of its representations and warranties made
pursuant to Section 3(b) hereof (each such breach, a "Breach") relating to any
Mortgage Loan, and such Document Defect or Breach materially and adversely
affects the interests of the Purchaser in such Mortgage Loan (in which case any
such Document Defect or Breach would be a "Material Document Defect" or a
"Material Breach", as the case may be), then (subject to Section 5(b)) the
Seller shall, within 90 days after its discovery or receipt of notice of such
Material Document Defect or Material Breach (or, in the case of a Material
Document Defect or Material Breach that affects whether a Mortgage Loan was, as
of the Closing Date, is or will continue to be a "qualified mortgage" within the
meaning of the REMIC Provisions, not later than 90 days of any party discovering
such Material Document Defect or Material Breach) (such 90-day period, in either
case, the "Initial Resolution Period") , (i) cure such Material Document Defect
or Material Breach, as the case may be, in all material respects, which cure
shall include payment of any Additional Trust Fund Expenses associated
therewith, or (ii) repurchase the affected Mortgage Loan (or the related
Mortgaged Property) from, and in accordance with the directions of, the
Purchaser or its designee, at a price equal to the Purchase Price; provided that
if (i) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Mortgage Loan was, as of the Closing
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Date, is or will continue to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code (a "Qualified Mortgage"), (ii) such Material
Breach or Material Document Defect, as the case may be, is capable of being
cured but not within the applicable Initial Resolution Period, (iii) the Seller
has commenced and is diligently proceeding with the cure of such Material Breach
or Material Document Defect, as the case may be, within the applicable Initial
Resolution Period, and (iv) the Seller shall have delivered to the Purchaser a
certification executed on behalf of the Seller by an officer thereof confirming
that such Material Breach or Material Document Defect, as the case may be, is
not capable of being cured within the applicable Initial Resolution Period,
setting forth what actions the Seller is pursuing in connection with the cure
thereof and stating that the Seller anticipates that such Material Breach or
Material Document Defect, as the case may be, will be cured within an additional
period not to exceed 90 days beyond the end of the applicable Initial Resolution
Period, then the Seller shall have such additional 90-day period (the
"Resolution Extension Period") to complete such cure or, failing such, to
repurchase the affected Mortgage Loan (or the related Mortgaged Property). Any
such repurchase of a Mortgage Loan shall be on a whole loan, servicing released
basis. The Seller and the Additional Party shall have no obligation to monitor
the Mortgage Loans regarding the existence of a Breach or Document Defect, but
if the Seller or the Additional Party discovers a Material Breach or Material
Document Defect with respect to a Mortgage Loan, it will notify the Purchaser.
(b) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Purchaser or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until the Purchaser or its designee has received from the Seller (A)
an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates; and
provided, further, that the Seller may, at its option, purchase the entire
Cross-Collateralized Group in lieu of terminating the cross-collateralization.
All costs and expenses incurred by the Purchaser or its designee pursuant to
this paragraph shall be included in the calculation of Purchase Price for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether any Breach or
Document Defect, as the case may be, materially and adversely affects the
interests of the Purchaser in any Mortgage Loan, and (ii) the application of
remedies, such Cross-Collateralized Group shall be treated as a single Mortgage
Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the Seller
pursuant to Section 5(a) that the Purchaser shall have executed and delivered
such instruments of transfer or assignment then presented to it by the Seller,
in each case without recourse, as shall be necessary to vest in the Seller the
legal and beneficial ownership of such Mortgage Loan (including any property
acquired in respect thereof or proceeds of any insurance policy with respect
thereto), to the extent that such
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ownership interest was transferred to the Purchaser hereunder. If any Mortgage
Loan is to be repurchased as contemplated by Section 5(a), the Seller shall
amend the Mortgage Loan Schedule to reflect the removal of such Mortgage Loan
and shall forward such amended schedule to the Purchaser.
(c) It is understood and agreed that the obligations of the Seller set
forth in Section 5(a) to cure any Material Breach or Material Document Defect or
to repurchase such Mortgage Loan, constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
SECTION 6. Obligations of the Additional Party. The Additional Party hereby
covenants and agrees with the Purchaser that the Additional Party shall be
liable to the Purchaser and any designee thereof to the same extent as the
Seller as set forth herein, for all the obligations of the Seller hereunder,
including, without limitation, the Seller's obligation to repurchase a Mortgage
Loan pursuant to Sections 5 hereof. The Additional Party further agrees that the
Purchaser shall not be bound or obligated to initially request the Seller to
perform any of its obligations hereunder, but may instead initially request
Additional Party to perform such obligations. Additionally, the Additional Party
agrees that the Purchaser shall not be bound or obligated in anyway to exhaust
recourse against the Seller before being entitled to demand the performance by
the Additional Party of its obligations hereunder. Performance by the Additional
party of any of the Seller's obligations hereunder shall be deemed to be
performance thereof by the Seller.
SECTION 7. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on the
Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth in or
made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, shall be true and correct in all material respects as of the Closing
Date;
(b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
(c) All documents specified in Section 8 of this Agreement (the "Closing
Documents"), in such forms as are reasonably acceptable to the Purchaser, shall
be duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
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(f) The Seller shall have paid all fees and expenses payable by it to the
Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser, the Additional Party and
the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each of the Seller and the Additional Party, executed
by a duly authorized officer of the Seller or the Additional Party, as the case
may be, and dated the Closing Date, and upon which the initial Purchaser, the
Underwriters and the Placement Agents may rely, to the effect that: (i) the
representations and warranties of the Seller or the Additional Party, as the
case may be, in this Agreement and of the Seller in the Indemnification
Agreement are true and correct in all material respects at and as of the Closing
Date with the same effect as if made on such date; and (ii) the Seller or the
Additional Party, as the case may be, has, in all material respects, complied
with all the agreements and satisfied all the conditions on its part that are
required under this Agreement to be performed or satisfied at or prior to the
Closing Date;
(e) An Officer's Certificate from an officer of each of the Seller and the
Additional Party, in his or her individual capacity, dated the Closing Date, and
upon which the initial Purchaser, the Underwriters and the Placement Agents may
rely, to the effect that each individual who, as an officer or representative of
the Seller or the Additional Party, as the case may be, signed this Agreement,
the Indemnification Agreement or any other document or certificate delivered on
or before the Closing Date in connection with the transactions contemplated
herein or in the Indemnification Agreement, was at the respective times of such
signing and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(f) As certified by an officer of each of the Seller and the Additional
Party, true and correct copies of (i) the resolutions of the board of directors
authorizing the Seller's entering into the transactions contemplated by this
Agreement and the Indemnification Agreement, (ii) the organizational documents
of the Seller or the Additional Party, as the case may be, and (iii) a
certificate of good standing of the Seller or the Additional Party, as the case
may be, issued by the Secretary of State of the State of Delaware not earlier
than 10 days prior to the Closing Date;
10
(g) A Certificate of the Co-Indemnitor, executed by a duly authorized
officer of the Co-Indemnitor and dated the Closing Date, and upon which the
initial Purchaser, the Underwriters and the Placement Agents may rely, to the
effect that the representations and warranties of the Co-Indemnitor in the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date;
(h) An Officer's Certificate from an officer of the Co-Indemnitor, in his
or her individual capacity, dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that each individual who, as an officer or representative of the Co-Indemnitor,
signed the Indemnification Agreement or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated therein, was at the respective times of such signing and delivery,
and is as of the Closing Date, duly elected or appointed, qualified and acting
as such officer or representative, and the signatures of such persons appearing
on such documents and certificates are their genuine signatures;
(i) As certified by an officer of the Co-Indemnitor, true and correct
copies of (i) the resolutions of the board of directors authorizing the
Co-Indemnitor's entering into the transactions contemplated by the
Indemnification Agreement, (ii) the organizational documents of the
Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor
issued by the Secretary of State of the State of Delaware not earlier than 10
days prior to the Closing Date;
(j) A favorable opinion of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, special counsel
to the Seller, the Additional Party and the Co-Indemnitor, substantially in the
form attached hereto as Exhibit C-1, dated the Closing Date and addressed to the
initial Purchaser, the Underwriters, the Placement Agents, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement,
together with such other opinions of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ as may be
required by the Rating Agencies in connection with the transactions contemplated
hereby;
(k) A favorable opinion of in-house counsel to each of the Seller, the
Additional Party and the Co-Indemnitor, substantially in the form attached
hereto as Exhibit C-2, dated the Closing Date and addressed to the initial
Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement;
(l) In connection with the Seller's receipt of the Seller's Residual
Interest Certificates, a Transfer Affidavit and Agreement in the form
contemplated by the Pooling and Servicing Agreement; and
(m) Such further certificates, opinions and documents as the Purchaser may
reasonably request.
SECTION 9. Costs. [o]% of all reasonable out-of-pocket costs and expenses
incurred by the Seller, the initial Purchaser, the Underwriters, the Placement
Agents and the seller of the Other Loans to the Purchaser in connection with the
securitization of the Securitized Loans and the other transactions contemplated
by this Agreement, the Underwriting Agreement and the Certificate Purchase
Agreement shall be payable by the Seller.
SECTION 10. Grant of a Security Interest. The parties hereto agree that it
is their express intent that the conveyance of the Mortgage Loans by the Seller
to the Purchaser as provided in
11
Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However,
if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are held to be property of the Seller, then it is the express intent of the
parties that: (i) such conveyance shall be deemed to be a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller; (ii) this Agreement shall be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (iii)
the conveyance provided for in Section 2 hereof shall be deemed to be a grant by
the Seller to the Purchaser of a security interest in all of the Seller's right,
title and interest in and to the Mortgage Loans, and all amounts payable to the
holder of the Mortgage Loans in accordance with the terms thereof, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property; (iv) the assignment to the
Trustee of the interest of the Purchaser in and to the Mortgage Loans shall be
deemed to be an assignment of any security interest created hereunder; (v) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes for the Mortgage Loans, and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-313 of the
applicable Uniform Commercial Code; and (vi) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from such persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
SECTION 11. Notices. All notices, copies, requests, consents, demands and
other communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice hereunder to the
other parties. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 12. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller, the Additional Party and/or the Co-Indemnitor submitted pursuant
hereto, shall remain operative and in full force and effect and shall survive
delivery of the Mortgage Loans by the Seller to the Purchaser (and by the
Purchaser to the Trustee).
SECTION 13. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as
12
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision
of law which prohibits or renders void or unenforceable any provision hereof.
SECTION 14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). THE PARTIES HERETO INTEND THAT
THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.
SECTION 16. Further Assurances. The Seller, the Additional Party and the
Purchaser agree to execute and deliver such instruments and take such further
actions as any other party may, from time to time, reasonably request in order
to effectuate the purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of the
Seller and the Additional Party under this Agreement shall not be assigned by
the Seller or the Additional Party without the prior written consent of the
Purchaser, except that any person into which the Seller or the Additional Party,
as the case may be, may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Seller or the
Additional Party, as the case may be, is a party, or any person succeeding to
all or substantially all of the business of the Seller or the Additional Party,
shall be the successor to the Seller or the Additional Party, as the case may
be, hereunder. The Purchaser has the right to assign its interest under this
Agreement, in whole or in part, as may be required to effect the purposes of the
Pooling and Servicing Agreement, and the assignee shall, to the extent of such
assignment, succeed to the rights and obligations hereunder of the Purchaser.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of
and be enforceable by the Seller, the Purchaser, and their respective successors
and permitted assigns.
SECTION 18. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's and the Additional Party's
obligations hereunder shall in no way be expanded, changed or otherwise affected
by any amendment of or modification to the Pooling and Servicing Agreement,
unless the Seller or the Additional Party, as applicable, has consented to such
amendment or modification in writing.
13
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.
SELLER
UBS WARBURG REAL ESTATE INVESTMENTS INC.
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
Address for Notices:
1285 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
ADDITIONAL PARTY
UBS PRINCIPAL FINANCE LLC
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
Address for Notices:
1285 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
PURCHASER
STRUCTURED ASSET SECURITIES CORPORATION
By:
-------------------------------------------
Name:
Title:
Address for Notices:
Structured Asset Securities Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
EXHIBIT A
MORTGAGE LOAN SCHEDULE
LB-UBS Commercial Mortgage Trust 2001-C7
MORTGAGE
LOAN NUMBER PROPERTY NAME ADDRESS
1 The UBS Warburg Building ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇ Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
9 Torrance Executive Plaza East 3400-3528 Torrance Boulevard
10 ▇▇▇▇▇▇▇ Corporate Park 12501, 12510, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
15 Torrance Executive Plaza West 3828-3858 ▇▇▇▇▇▇ Street
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ National Pike
19 Interstate Office Park ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
21 Navistar Industrial Building ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
25 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
28 MacDade Mall ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
29 Playhouse Square ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
31 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
33 Victorian Inn ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
36 Spindrift Inn ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Inn ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇
43 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Turnpike
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Avenue
48 Lake Hills Office Plaza ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
49 Renata & Ferncrest Apartments Various
50 Food 4 Less - Harbor City ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Street and ▇▇▇▇▇ Nursery Road
61 Foxtail Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ &▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
63 Callaway Plaza ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
70 ▇▇▇▇▇ Dairy Road Industrial Facility 8145-8155 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇. Lauderdale ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
80 ▇▇▇▇▇▇▇ Apartments ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇
82 Chancellor Shopping Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
86 Wylds ▇▇▇▇▇ Apartments ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ Mutual Bank Building ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
88 Willow Wood Apartments ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
89 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
93 The ▇▇▇▇▇▇ Building ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
94 Northgate Shopping Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
95 Centennial Plaza 1 8300 Old Courthouse Road
96 Greenwich Properties Various
97 Bank of America Building ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
98 Budget Storage ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
103 Oak Cluster West Apartments ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
106 Precision Office 1609 Precision Drive
107 6305 Sunset Corporate Drive ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
110 The Waldo Building ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ U Stor-It ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
MORTGAGE DATE P&I
LOAN NUMBER CITY STATE ZIP CODE BALANCE PAYMENT
1 ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 216,000,000.00 1,431,255.49
8 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 20,445,865.22 141,937.86
9 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 19,015,205.92 132,219.00
10 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 17,636,093.88 119,806.12
11 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 17,005,874.96 118,982.66
14 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 16,357,017.80 113,886.11
15 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 15,105,304.08 105,032.16
18 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 14,413,449.87 101,730.02
19 ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 13,981,398.07 96,456.10
21 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 13,457,622.52 94,209.14
25 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 9,542,550.08 65,147.84
28 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,969,861.77 65,342.82
29 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,973,228.23 64,042.30
30 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,215,327.96 58,876.13
31 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,177,108.53 59,655.02
32 ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 8,029,638.15 56,673.13
33 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,876,139.31 60,320.76
36 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,701,667.87 58,984.54
38 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 7,334,650.06 50,789.67
39 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,854,235.14 52,494.34
42 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,584,186.80 47,420.11
43 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,386,227.15 43,659.28
45 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 6,183,652.19 42,952.93
46 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,992,324.24 41,952.87
48 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,842,516.13 40,904.05
49 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,748,302.01 40,274.76
50 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 5,650,487.21 53,902.43
59 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,886,370.91 34,191.59
61 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,793,859.39 33,562.30
62 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,479,282.72 34,194.34
63 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 4,453,128.79 35,369.38
69 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,954,436.10 26,679.25
70 ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,750,920.58 26,937.10
76 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,243,337.65 22,635.52
78 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 3,086,717.79 22,647.24
80 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,995,913.10 20,465.29
82 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,912,501.63 23,352.18
86 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,742,442.50 18,741.20
87 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,662,343.39 18,891.02
88 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,650,506.92 19,272.34
89 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,539,311.86 18,215.68
93 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,245,398.35 15,686.13
94 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,235,146.49 17,365.87
95 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,169,747.93 15,581.97
96 Syracuse NY Various 2,143,029.80 17,809.90
97 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,122,105.10 14,496.25
98 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 2,067,118.62 16,015.19
103 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,544,346.21 11,104.39
104 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,425,197.60 10,026.69
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,396,530.73 9,933.20
107 ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,375,476.19 9,670.51
109 ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,290,932.64 10,385.45
110 ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,248,451.27 8,847.42
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ 1,147,830.75 8,875.89
MORTGAGE REMAINING REMAINING INTEREST
LOAN NUMBER MORTGAGE TERM TO MATURITY- AMORTIZATION TERM ACCRUAL BASIS
RATE MATURITY ARD
1 6.960 118 10/11/11 360 Act/360
8 7.400 116 8/11/11 356 Act/360
9 7.430 118 10/11/11 358 Act/360
10 7.200 119 11/11/11 359 Act/360
11 7.480 116 8/11/11 356 Act/360
14 7.430 116 8/11/11 356 Act/360
15 7.430 118 10/11/11 358 Act/360
18 7.570 116 8/11/11 356 Act/360
19 7.350 118 10/11/11 358 Act/360
21 7.480 115 7/11/11 355 Act/360
25 7.250 119 11/11/11 359 Act/360
28 7.300 117 9/11/11 297 Act/360
29 7.680 115 7/11/11 355 Act/360
30 7.710 112 4/11/11 353 Act/360
31 7.910 115 7/11/11 355 Act/360
32 7.570 116 8/11/11 356 Act/360
33 7.875 117 9/11/11 297 Act/360
36 7.875 117 9/11/11 297 Act/360
38 7.380 117 9/11/11 357 Act/360
39 7.875 117 9/11/11 297 Act/360
42 7.780 56 8/11/06 356 Act/360
43 7.250 81 9/11/08 357 Act/360
45 7.406 116 8/11/11 356 Act/360
46 7.500 118 10/11/11 358 Act/360
48 7.500 118 10/11/11 358 Act/360
49 7.500 117 9/11/11 357 Act/360
50 7.680 114 6/11/11 174 Act/360
59 7.500 119 11/11/11 359 Act/360
61 7.500 118 10/11/11 358 Act/360
62 7.850 119 11/11/11 298 Act/360
63 8.740 99 3/6/10 339 Act/360
69 7.125 118 10/11/11 358 Act/360
70 7.750 116 8/11/11 356 Act/360
76 7.460 117 9/11/11 357 Act/360
78 7.370 116 8/11/11 296 Act/360
80 7.250 118 10/11/11 358 Act/360
82 8.875 104 8/11/10 344 Act/360
86 7.240 116 8/11/11 356 Act/360
87 7.625 116 8/11/11 356 Act/360
88 7.875 115 7/11/11 355 Act/360
89 7.720 113 5/11/11 353 Act/360
93 7.470 117 9/11/11 357 Act/360
94 8.000 113 5/11/11 293 Act/360
95 7.750 116 8/11/11 356 Act/360
96 7.870 118 10/11/11 238 Act/360
97 7.250 118 10/11/11 358 Act/360
98 8.000 116 8/11/11 296 Act/360
103 7.750 114 6/11/11 354 Act/360
104 7.550 118 10/11/11 358 Act/360
106 7.650 116 8/11/11 356 Act/360
107 7.530 116 8/11/11 356 Act/360
109 7.390 116 8/11/11 236 Act/360
110 7.625 118 10/11/11 358 Act/360
113 8.000 118 10/11/11 298 Act/360
MORTGAGE ADMINISTRATIVE PRIMARY MORTGAGE
LOAN NUMBER COST RATE SERVICING FEE GROUND LEASE? LOAN SELLER DEFEASANCE
1 0.0545 0.025 Fee Simple UBS Defeasance
8 0.0545 0.025 Fee Simple UBS Defeasance
9 0.0545 0.025 Fee Simple UBS Defeasance
10 0.0545 0.025 Fee Simple UBS Defeasance
11 0.0545 0.025 Fee Simple UBS Yield Maintenance
14 0.0545 0.025 Fee Simple UBS Defeasance
15 0.0545 0.025 Fee Simple UBS Defeasance
18 0.0545 0.025 Fee Simple UBS Defeasance
19 0.0545 0.025 Fee Simple UBS Defeasance
21 0.0545 0.025 Fee Simple UBS Defeasance
25 0.0545 0.025 Fee Simple UBS Defeasance
28 0.0545 0.025 Fee Simple UBS Defeasance
29 0.0545 0.025 Fee Simple UBS Defeasance
30 0.0545 0.025 Fee Simple UBS Defeasance
31 0.0545 0.025 Fee Simple UBS Defeasance
32 0.0545 0.025 Fee Simple UBS Defeasance
33 0.0545 0.025 Fee Simple UBS Defeasance
36 0.0545 0.025 Fee Simple UBS Defeasance
38 0.0545 0.025 Fee Simple UBS Defeasance
39 0.0545 0.025 Fee Simple/Leasehold UBS Defeasance
42 0.0545 0.025 Fee Simple UBS Defeasance
43 0.0545 0.025 Fee Simple UBS Defeasance
45 0.0545 0.025 Fee Simple UBS Defeasance
46 0.0545 0.025 Fee Simple UBS Defeasance
48 0.0545 0.025 Fee Simple UBS Defeasance
49 0.0545 0.025 Fee Simple UBS Defeasance
50 0.0545 0.025 Leasehold UBS Defeasance
59 0.0545 0.025 Fee Simple UBS Defeasance
61 0.0545 0.025 Fee Simple UBS Yield Maintenance
62 0.0545 0.025 Fee Simple UBS Defeasance
63 0.0545 0.025 Fee Simple UBS Defeasance
69 0.0545 0.025 Fee Simple UBS Defeasance
70 0.0545 0.025 Fee Simple UBS Defeasance
76 0.0545 0.025 Fee Simple UBS Defeasance
78 0.0545 0.025 Fee Simple UBS Defeasance
80 0.0545 0.025 Fee Simple UBS Defeasance
82 0.0545 0.025 Fee Simple UBS Defeasance
86 0.0545 0.025 Fee Simple UBS Defeasance
87 0.0545 0.025 Fee Simple UBS Defeasance
88 0.0545 0.025 Fee Simple UBS Defeasance
89 0.0545 0.025 Fee Simple UBS Defeasance
93 0.0545 0.025 Fee Simple UBS Defeasance
94 0.0545 0.025 Fee Simple UBS Defeasance
95 0.0545 0.025 Fee Simple UBS Defeasance
96 0.0545 0.025 Fee Simple UBS Defeasance
97 0.0545 0.025 Fee Simple UBS Defeasance
98 0.0545 0.025 Fee Simple UBS Defeasance
103 0.0545 0.025 Fee Simple UBS Defeasance
104 0.0545 0.025 Fee Simple UBS Defeasance
106 0.0545 0.025 Fee Simple UBS Defeasance
107 0.0545 0.025 Fee Simple UBS Defeasance
109 0.0545 0.025 Fee Simple UBS Defeasance
110 0.0545 0.025 Fee Simple UBS Defeasance
113 0.0545 0.025 Fee Simple UBS Defeasance
CREDIT
LEASE
LOAN
(TENANT,
MORTGAGE ANTICIPATED GUARANTOR
LOAN NUMBER ARD REPAYMENT DATE ARD OR RATED
MORTGAGE SPREAD PARTY)
LOAN
1 Yes 10/11/11 2.000 No
8 No 0.000 No
9 Yes 10/11/11 2.000 No
10 Yes 11/11/11 2.000 No
11 Yes 8/11/11 2.000 No
14 No 0.000 No
15 Yes 10/11/11 2.000 No
18 Yes 8/11/11 2.000 No
19 No 0.000 No
21 Yes 7/11/11 2.000 ▇▇
▇▇ ▇▇ ▇.▇▇▇ ▇▇
▇▇ ▇▇ 0.000 No
29 No 0.000 No
30 Yes 4/11/11 2.000 No
31 Yes 7/11/11 2.000 No
32 Yes 8/11/11 2.000 ▇▇
▇▇ ▇▇ ▇.▇▇▇ ▇▇
▇▇ ▇▇ 0.000 No
38 No 0.000 No
39 No 0.000 No
42 No 0.000 No
43 No 0.000 No
45 Yes 8/11/11 2.000 No
46 Yes 10/11/11 2.000 No
48 No 0.000 No
49 Yes 9/11/11 2.000 No
50 No 0.000 No
59 Yes 11/11/11 2.000 No
61 Yes 10/11/11 2.000 No
62 Yes 11/11/11 2.000 No
63 No 0.000 No
69 No 0.000 No
70 Yes 8/11/11 2.000 No
76 Yes 9/11/11 2.000 ▇▇
▇▇ ▇▇ ▇.▇▇▇ ▇▇
▇▇ ▇▇ 0.000 No
82 No 0.000 No
86 No 0.000 No
87 Yes 8/11/11 2.000 ▇▇
▇▇ ▇▇ ▇.▇▇▇ ▇▇
▇▇ ▇▇ 0.000 No
93 No 0.000 No
94 No 0.000 No
95 No 0.000 No
96 No 0.000 No
97 Yes 10/11/11 2.000 ▇▇
▇▇ ▇▇ ▇.▇▇▇ ▇▇
▇▇▇ ▇▇ 0.000 No
104 No 0.000 No
106 No 0.000 No
107 No 0.000 No
109 No 0.000 No
110 No 0.000 No
113 No 0.000 No
LEASE RESIDUAL
MORTGAGE ENHANCEMENT VALUE MORTGAGE LOAN
LOAN NUMBER POLICY INSURANCE CROSS COLLATERALIZED SELLER LOAN ID
1 Yes No UBS8454
8 Yes No UBS8228
9 Yes Yes - Torrance UBS8241
10 Yes No UBS8523
11 No No UBS8227
14 Yes No UBS8196
15 Yes Yes - Torrance UBS8243
18 No No UBS8185
19 Yes No UBS8192
21 No No UBS8325
25 Yes No UBS8272
28 Yes No UBS8419
29 No No UBS8136
30 Yes No UBS7943
31 Yes No UBS6601
32 Yes No UBS8253
33 Yes Yes - Monterey Inns UBS8398C
36 Yes Yes - Monterey Inns UBS8398B
38 Yes No UBS8229
39 Yes Yes - Monterey Inns UBS8398A
42 Yes No UBS7993
43 Yes No UBS8329
45 Yes No UBS8019
46 Yes No UBS8432
48 Yes No UBS8260
49 Yes Yes - Renata & Ferncrest UBS8164
50 Yes No UBS8177
59 Yes No UBS8499
61 Yes No UBS8353
62 Yes No UBS8446
63 Yes No UBS5610
69 Yes No UBS8406
70 Yes No UBS8397
76 Yes No UBS8240
78 Yes No UBS8309
80 Yes No UBS8270
82 Yes No UBS6562
86 Yes No UBS1508
87 Yes No UBS8246
88 Yes No UBS8202
89 Yes No UBS7922
93 Yes No UBS8320
94 Yes No UBS7849
95 Yes No UBS8284
96 Yes Yes - Greenwich UBS8250
97 No No UBS8282
98 Yes No UBS8416
103 Yes No UBS7923
104 Yes No UBS8437
106 Yes No UBS7924
107 Yes No UBS8025
109 Yes No UBS8074
110 Yes No UBS8129
113 Yes No UBS8405
EXHIBIT B
Representations and Warranties
Exhibit B to Mortgage Loan Purchase Agreement dated as of December 5, 2001
LB-UBS Series 2001-C7
Except as set forth on the schedule of exceptions attached hereto as
Schedule I to Exhibit B, the Seller hereby represents and warrants to the
Purchaser, with respect to each Mortgage Loan, as of the Closing Date or such
other date specified in the particular representation and warranty, that:
(i) Mortgage Loan Schedule. The information pertaining to such
Mortgage Loan set forth in the Mortgage Loan Schedule was true
and correct in all material respects as of its Due Date in
December 2001.
(ii) Legal Compliance. If such Mortgage Loan was originated by the
Seller or an Affiliate of the Seller, then, as of the date of its
origination, such Mortgage Loan complied in all material respects
with, or was exempt from, all requirements of federal, state or
local law relating to the origination of such Mortgage Loan,
including applicable usury laws; and, if such Mortgage Loan was
not originated by the Seller or an Affiliate of the Seller, then,
to the Seller's actual knowledge, as of the date of its
origination, such Mortgage Loan complied in all material respects
with, or was exempt from, all requirements of federal, state or
local law relating to the origination of such Mortgage Loan,
including applicable usury laws.
(iii) Ownership of Mortgage Loan. The Seller owns such Mortgage Loan,
has good title thereto, has full right, power and authority to
sell, assign and transfer such Mortgage Loan and is transferring
such Mortgage Loan free and clear of any and all liens, pledges,
charges or security interests of any nature encumbering such
Mortgage Loan, exclusive of the servicing rights pertaining
thereto; no provision of the Mortgage Note, Mortgage(s) or other
loan documents relating to such Mortgage Loan prohibits or
restricts the Seller's right to assign or transfer such Mortgage
Loan to the Trustee; no governmental or regulatory approval or
consent is required for the sale of such Mortgage Loan by the
Seller; and the Seller has validly conveyed to the Trustee a
legal and beneficial interest in and to such Mortgage Loan free
and clear of any lien, claim or encumbrance of any nature.
(iv) No Holdback. The proceeds of such Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the
Mortgage Loan has been disbursed but a portion thereof is being
held in escrow or reserve accounts to be released pending the
satisfaction of certain conditions relating to leasing, repairs
or other matters with respect to the related Mortgaged Property)
and there is no requirement for future advances thereunder.
(v) Loan Document Status. Each of the related Mortgage Note,
Mortgage(s), Assignment(s) of Leases, if any, and other
agreements executed in connection therewith is the legal, valid
and binding obligation of the maker thereof (subject to the
non-recourse provisions therein and any state anti-deficiency
legislation), enforceable in accordance with its terms, except
that (A) such enforcement may be limited by (1) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and/or
other similar laws affecting the enforcement of creditors' rights
generally, and (2) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity
or at law), and (B) certain provisions in the subject agreement
or instrument may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the
foregoing clause (A)) such limitations will not render that
subject agreement or instrument invalid as a whole or
substantially interfere with the mortgagee's realization of the
principal benefits and/or security provided by the subject
agreement or instrument. The Mortgage Loan is non-recourse to the
Mortgagor or any other Person except for certain nonrecourse
carveouts and any applicable guarantees. If such Mortgage Loan
has a Cut-off Date Balance of $15 million or more, the related
Mortgagor or another Person has agreed to be liable for all
liabilities, costs, losses, damages, expenses or claims suffered
or incurred by the mortgagee under such Mortgage Loan by reason
of or in connection with and to the extent of (A) any material
intentional fraud or, alternatively, material intentional
misrepresentation by the related Mortgagor and (B) any breach on
the part of the related Mortgagor of any environmental
representations, warranties and covenants contained in the
related Mortgage Loan documents; provided that instead of any
breach described in clause (B) of this sentence, the related
Mortgagor or such other Person may instead be responsible for
liabilities, costs, losses, damages, expenses and claims
resulting from a breach of the obligations and indemnities of the
related Mortgagor under the related Mortgage Loan documents
relating to hazardous or toxic substances, radon or compliance
with environmental laws.
(vi) No Right of Rescission. As of the date of origination of each
Mortgage Loan, subject to the limitations and exceptions as to
enforceability set forth in paragraph (b)(v) above, there was no
valid offset, defense, counterclaim or right to rescission with
respect to any of the related Mortgage Note, Mortgage(s) or other
agreements executed in connection with such Mortgage Loan; and,
as of the Closing Date, to the Seller's actual knowledge, there
is no valid offset, defense, counterclaim or right to rescission
with respect to such Mortgage Note, Mortgage(s) or other
agreements executed in connection with such Mortgage Loan; and,
to the Seller's actual knowledge, no such claim has been
asserted.
(vii) Assignments. The assignment of the related Mortgage(s) and
Assignment(s) of Leases to the Trustee constitutes the legal,
valid, binding and, subject to the limitations and exceptions in
paragraph (b)(v) above, enforceable assignment of such documents.
(viii) First Lien. Each related Mortgage is a valid and, subject to
the limitations and exceptions in paragraph (b)(v) above,
enforceable first lien on the related Mortgaged Property and all
buildings thereon, which Mortgaged Property is
2
free and clear of all encumbrances and liens having priority over
or on a parity with the first lien of such Mortgage, except for
the following (collectively, the "Permitted Encumbrances"): (A)
the lien for real estate taxes, water charges, sewer rents and
assessments not yet due and payable; (B) covenants, conditions
and restrictions, rights of way, easements and other matters that
are of public record; (C) exceptions and exclusions specifically
referred to in the related lender's title insurance policy (or,
if not yet issued, referred to in a pro forma title policy or
title policy commitment); (D) other matters to which like
properties are commonly subject; (E) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to
the related Mortgaged Property; (F) condominium declarations of
record and identified in the related lender's title insurance
policy (or, if not yet issued, identified in a pro forma title
policy or title policy commitment); and (G) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the
Mortgage for another Mortgage Loan contained in the same
Cross-Collateralized Group. With respect to each Mortgage Loan,
such Permitted Encumbrances do not, individually or in the
aggregate, materially and adversely interfere with the benefits
of the security intended to be provided by the related Mortgage,
the current principal use or operation of the related Mortgaged
Property or the ability of the related Mortgaged Property to
generate sufficient cashflow to enable the related Mortgagor to
timely pay in full the principal and interest on the related
Mortgage Note. If the related Mortgaged Property is operated as a
nursing facility or a hospitality property, the related Mortgage,
together with any separate security agreement, chattel mortgage
or similar agreement and UCC financing statement, if any,
establishes and creates a first priority, perfected security
interest (subject only to any prior purchase money security
interest, revolving credit lines and any personal property
leases), to the extent such security interest can be perfected by
the recordation of a Mortgage or the filing of a UCC financing
statement, in all personal property owned by the Mortgagor that
is used in, and is reasonably necessary to, the operation of the
related Mortgaged Property.
(ix) Financing Statements. If the related Mortgaged Property is a
health care facility or a hospitality property, then the Seller
has filed and/or recorded, or submitted for filing and/or
recording in all appropriate public filing and recording offices
all UCC-1 financing statements necessary to create and perfect a
security interest in and lien on the items of personal property
described therein (such description being generally consistent
with the practices of prudent commercial mortgage lenders), to
the extent perfection may be effected pursuant to applicable law
by recording or filing.
(x) Taxes and Assessments. All taxes, governmental assessments,
ground rents, water charges or sewer rents that prior to the
related Due Date in December 2001 became due and delinquent in
respect of, and materially affect, any related Mortgaged Property
have been paid, and the Seller knows of no unpaid tax,
assessment, ground rent, water charges or sewer rent that prior
to the Closing Date became due and delinquent in respect of any
related Mortgaged
3
Property, or alternatively in any such case an escrow of funds in
an amount sufficient to cover such payments has been established.
(xi) No Material Damage. As of the date of origination of each
Mortgage Loan, there was no proceeding pending for the total or
partial condemnation of any related Mortgaged Property that
materially affects the value thereof, and each such Mortgaged
Property was free of material damage; and, as of the Closing
Date, to the actual knowledge of the Seller, there was no pending
proceeding for the total or partial condemnation of any related
Mortgaged Property that materially affects the value thereof, and
such Mortgaged Property is free of material damage. If such
Mortgage Loan has a Cut-off Date Balance of $15 million or more,
then (except for certain amounts not greater than amounts which
would be considered prudent by an institutional commercial
mortgage lender with respect to a similar mortgage loan and which
are set forth in the related Mortgage or other loan documents
relating to such Mortgage Loan, and subject to any rights of the
lessor under any related Ground Lease) any condemnation awards
will be applied either to the repair or restoration of all or
part of the related Mortgaged Property or the reduction of the
outstanding principal balance of such Mortgage Loan.
(xii) Title Insurance. Each related Mortgaged Property is covered by
an ALTA (or its equivalent) lender's title insurance policy
issued by a nationally recognized title insurance company,
insuring that each related Mortgage is a valid first lien on such
Mortgaged Property in the original principal amount of such
Mortgage Loan after all advances of principal, subject only to
Permitted Encumbrances, or there is a binding commitment from a
nationally recognized title insurance company to issue such
policy; such title insurance policy, if issued, is in full force
and effect, all premiums have been paid, is freely assignable and
will inure solely to the benefit of the Trustee as mortgagee of
record, or any such commitment is a legal, valid and binding
obligation of such insurer; no claims have been made by the
Seller under such title insurance policy, if issued; and neither
the Seller nor, to the Seller's actual knowledge, any prior
mortgagee has done, by act or omission, anything that would
materially impair the coverage of any such title insurance
policy; such policy or commitment contains no exclusion for (or
alternatively it insures, unless such coverage is unavailable in
the relevant jurisdiction) (A) access to a public road, (B) that
there is no material encroachment by any improvements on the
Mortgaged Property, and (C) that the area shown on the survey
materially conforms to the legal description of the Mortgaged
Property.
(xiii) Property Insurance. As of the date of its origination and, to
the Seller's actual knowledge, as of the Closing Date, all
insurance required under each Mortgage Loan was in full force and
effect with respect to each related Mortgaged Property; except
where a tenant under a lease is permitted to self-insure, such
insurance included (A) fire and extended perils insurance, in an
amount (subject to a customary deductible) at least equal to 100%
of the full insurable replacement cost of the improvements
located on such Mortgaged Property (except to the extent not
permitted by applicable law and then in such event in
4
an amount at least equal to the initial principal balance of such
Mortgage Loan, or the portion thereof allocable to such Mortgaged
Property, together with an "agreed value endorsement"), (B)
business interruption or rental loss insurance for a period of
not less than 12 months, (C) comprehensive general liability
insurance in an amount not less than $1 million per occurrence,
(D) workers' compensation insurance (if the related Mortgagor has
employees and if required by applicable law), and (E) if (1) such
Mortgage Loan is secured by a Mortgaged Property located in the
State of California in or "seismic zone" 3 or 4 and (2) a seismic
assessment revealed a maximum probable or bounded loss in excess
of 20% of the amount of the estimated replacement cost of the
improvements on such Mortgaged Property, earthquake insurance; it
is an event of default under such Mortgage Loan if the
above-described insurance coverage is not maintained by the
related Mortgagor, and any reasonable out-of-pocket costs and
expenses incurred by the mortgagee in connection with such
default in obtaining such insurance coverage are recoverable from
the related Mortgagor; the related Mortgage Loan documents
require that the related insurance policies provide that they may
not be terminated or reduced without at least 10 days' prior
notice to the mortgagee and, to the Seller's actual knowledge, it
has not received any such notice; the related insurance policies
(other than those limited to liability protection) name the
mortgagee and its successors as loss payee; to the Seller's
actual knowledge, all premiums under any such insurance policy
have been paid through the related Due Date in December 2001; all
such insurance policies are required to be maintained with
insurance companies having "financial strength" or "claims paying
ability" ratings of at least "A:V" from A.M. Best Company or at
least "BBB+" (or the equivalent) from a nationally recognized
statistical rating agency; and, except for certain amounts not
greater than amounts which would be considered prudent by an
institutional commercial mortgage lender with respect to a
similar mortgage loan and which are set forth in the related
Mortgage or other loan documents relating to such Mortgage Loan,
and subject to the rights of the lessor under any related Ground
Lease, any insurance proceeds will be applied either to the
repair or restoration of all or part of the related Mortgaged
Property or the reduction of the outstanding principal balance of
such Mortgage Loan.
(xiv) No Material Defaults. Other than payments due but not yet 30
days or more delinquent, there is, to the actual knowledge of the
Seller, (A) no material default, breach, violation or event of
acceleration existing under the related Mortgage Note, the
related Mortgage or other loan documents relating to such
Mortgage Loan, and (B) no event which, with the passage of time
or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event
of acceleration under any of such documents; provided, however,
that this representation and warranty does not cover any default,
breach, violation or event of acceleration that specifically
pertains to or arises out of the subject matter otherwise covered
by any other representation and warranty made by the Seller in
this Exhibit B. The Seller has not waived any other material
default, breach, violation or event of acceleration under any of
such documents, and, under the terms of such
5
Mortgage Loan, no person or party other than the mortgagee or its
servicing agent may declare an event of default or accelerate the
related indebtedness under such Mortgage Loan; provided that,
certain Mortgage Loans may be cross-defaulted with other Mortgage
Loans and the UBS Warburg Building Mortgage Loan is
cross-defaulted with the UBS Warburg Building Companion Loan.
(xv) No Payment Delinquency. As of the Closing Date, such Mortgage
Loan is not, and in the prior 12 months (or since the date of
origination if such Mortgage Loan has been originated within the
past 12 months), has not been, 30 days or more past due in
respect of any Monthly Payment.
(xvi) Interest Accrual Basis. Such Mortgage Loan accrues interest on
an Actual/360 Basis or on a 30/360 Basis; and such Mortgage Loan
accrues interest (payable monthly in arrears) at a fixed rate of
interest throughout the remaining term thereof (except if such
Mortgage Loan is an ARD Mortgage Loan, in which case the accrual
rate for interest will increase after its Anticipated Repayment
Date, and except in connection with the occurrence of a default
and the accrual of default interest).
(xvii) Subordinate Debt. Such Mortgage Loan does not provide for or
permit, without the prior written consent of the holder of the
related Mortgage Note, any related Mortgaged Property to secure
any other promissory note or debt (other than another Mortgage
Loan in the Trust Fund or, if such Mortgage Loan is the UBS
Warburg Building Mortgage Loan, the UBS Warburg Building
Companion Loan).
(xviii) Qualified Mortgage. Such Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
Accordingly, either as of the date of origination or the Closing
Date, the fair market value of the real property securing such
Mortgage Loan was not less than 80% of the "adjusted issue price"
(within the meaning of the REMIC Provisions) of such Mortgage
Loan. For purposes of the preceding sentence, the fair market
value of the real property securing such Mortgage Loan was first
reduced by the amount of any lien on such real property that is
senior to the lien that secures such Mortgage Loan, and was
further reduced by a proportionate amount of any lien that is on
a parity with the lien that secures such Mortgage Loan.
(xix) Prepayment Consideration. Prepayment Premiums and Yield
Maintenance Charges payable with respect to such Mortgage Loan,
if any, constitute "customary prepayment penalties" within the
meaning of Treasury regulation section 1.860G-1(b)(2).
(xx) Environmental Conditions. One or more environmental site
assessments or transaction screens, or one or more updates of a
previously conducted environmental assessment or transaction
screen, were performed by an environmental consulting firm
independent of the Seller and the Seller's Affiliates with
respect to each related Mortgaged Property during the 12-month
period preceding the Cut-off Date, and the Seller, having made no
independent
6
inquiry other than to review the report(s) prepared in connection
with the assessment(s), transaction screen(s) and/or update(s)
referenced herein, has no knowledge of, and has not received
actual notice of, any material and adverse environmental
condition or circumstance affecting such Mortgaged Property that
was not disclosed in such report(s); all such environmental site
assessments and transaction screens met ASTM requirements; and
none of the environmental reports reveal any circumstances or
conditions that are in violation of any applicable environmental
laws, or if such report does reveal such circumstances, then (1)
the same have been remediated in all material respects, (2)
sufficient funds have been escrowed or a letter of credit or
other instrument has been delivered for purposes of covering the
estimated costs of such remediation, (3) the related Mortgagor or
other responsible party is currently taking remedial or other
appropriate action to address the environmental issue consistent
with the recommendations in such site assessment or transaction
screen, (4) the cost of the environmental issue relative to the
value of such Mortgaged Property was de minimis, or (5)
environmental insurance has been obtained.
(xxi) Realization Against Real Estate Collateral. The related Mortgage
Note, Mortgage(s), Assignment(s) of Leases and other loan
documents securing such Mortgage Loan, if any, contain customary
and, subject to the limitations and exceptions as to
enforceability in paragraph (b)(v) above, enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related
Mortgaged Property or Properties of the principal benefits of the
security intended to be provided thereby, including realization
by judicial or, if applicable, non-judicial foreclosure.
(xxii) Bankruptcy. To the best of the Seller's actual knowledge, the
related Mortgagor is not a debtor in any bankruptcy,
reorganization, insolvency or comparable proceeding.
(xxiii) Loan Security. Such Mortgage Loan is secured by either a
mortgage on a fee simple interest or a leasehold estate in a
commercial property or multifamily property, including the
related Mortgagor's interest in the improvements on the related
Mortgaged Property.
(xxiv) Amortization. Such Mortgage Loan does not provide for negative
amortization unless such Mortgage Loan is an ARD Mortgage Loan,
in which case it may occur only after the Anticipated Repayment
Date.
(xxv) Whole Loan. Such Mortgage Loan is a whole loan, contains no
equity participation by the lender or shared appreciation feature
and does not provide for any contingent or additional interest in
the form of participation in the cash flow of the related
Mortgaged Property.
(xxvi) Due-on-Encumbrance. Each Mortgage Loan contains provisions for
the acceleration of the payment of the unpaid principal balance
of such Mortgage Loan if, without the prior written consent of
the mortgagee or Rating Agency
7
confirmation that an Adverse Rating Event would not occur, any
related Mortgaged Property or interest therein, is directly or
indirectly encumbered in connection with subordinate financing,
except, in the case of the UBS Warburg Building Mortgage Loan, in
connection with the UBS Warburg Building Companion Loan; and no
such consent has been granted by the Seller. To the Seller's
actual knowledge, except, in the case of the UBS Warburg Building
Mortgage Loan, in connection with the UBS Warburg Building
Companion Loan, no related Mortgaged Property is encumbered in
connection with subordinate financing; however, if the related
Mortgagor is listed on Schedule I to Exhibit B hereto, then
certain equity holders are known to the Seller to have incurred
debt secured by their ownership interest in the related
Mortgagor.
(xxvii) Due-on-Sale. Except with respect to transfers of certain
non-controlling and/or minority interests in the related
Mortgagor as specified in the related Mortgage or with respect to
transfers of interests in the related Mortgagor between immediate
family members and with respect to transfers by devise, descent
or operation of law upon the death or incapacity of a person
having an interest in the related Mortgagor, each Mortgage Loan
contains either (A) provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if
any related Mortgaged Property or interest therein is directly or
indirectly transferred or sold without the prior written consent
of the mortgagee, or (B) provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if
any related Mortgaged Property or interest therein is directly or
indirectly transferred or sold without the related Mortgagor
having satisfied certain conditions specified in the related
Mortgage with respect to permitted transfers (which conditions
are consistent with the practices of prudent commercial mortgage
lenders).
(xxviii) Borrower Concentration. Such Mortgage Loan, together with any
other Mortgage Loan made to the same Mortgagor or to an Affiliate
of such Mortgagor, does not represent more than 5% of the Initial
Pool Balance.
(xxix) Waivers; Modifications. Except as set forth in a written
instrument included in the related Mortgage File, the terms of
the related Mortgage Note, the related Mortgage(s) and any
related loan agreement and/or lock-box agreement have not been
waived, modified, altered, satisfied, impaired, canceled,
subordinated or rescinded in any manner, nor has any portion of a
related Mortgaged Property been released from the lien of the
related Mortgage, to an extent or in a manner that in any such
event materially interferes with the security intended to be
provided by such document or instrument.
(xxx) Inspection. Each related Mortgaged Property was inspected by or
on behalf of the related originator during the six-month period
prior to the related origination date.
(xxxi) Property Release. The terms of the related Mortgage Note,
Mortgage(s) or other loan document securing such Mortgage Loan do
not provide for the release from the lien of such Mortgage of any
material portion of the related
8
Mortgaged Property that is necessary to the operation of such
Mortgaged Property and was given material value in the
underwriting of such Mortgage Loan at origination, without (A)
payment in full of such Mortgage Loan, (B) delivery of Defeasance
Collateral in the form of "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of
1940, as amended (the "Investment Company Act"), (C) delivery of
substitute real property collateral, or (D) payment of a release
price equal to at least 110% of the amount of such Mortgage Loan
allocated to the related Mortgaged Property subject to the
release.
(xxxii) Qualifications; Licensing; Zoning. The related Mortgagor has
covenanted in the Mortgage Loan documents to maintain the related
Mortgaged Property in compliance in all material respects with,
to the extent it is not grandfathered under, all applicable laws,
zoning ordinances, rules, covenants and restrictions affecting
the occupancy, use and operation of such Mortgaged Property, and
the related originator performed the type of due diligence in
connection with the origination of such Mortgage Loan customarily
performed by prudent institutional commercial and multifamily
mortgage lenders with respect to the foregoing matters; the
Seller has received no notice of any material violation of any
applicable laws, zoning ordinances, rules, covenants or
restrictions affecting the construction, occupancy, use or
operation of the related Mortgaged Property; to the Seller's
knowledge (based on surveys, opinions, letters from
municipalities and/or title insurance obtained in connection with
the origination of such Mortgage Loan), no improvement that was
included for the purpose of determining the appraised value of
the related Mortgaged Property at the time of origination of such
Mortgage Loan lay outside the boundaries and building restriction
lines of such property to an extent which would have a material
adverse affect on the related Mortgagor's use and operation of
such Mortgaged Property (unless affirmatively covered by the
title insurance referred to in paragraph (b)(xii) above), and no
improvements on adjoining properties encroached upon such
Mortgaged Property to any material extent.
(xxxiii) Property Financial Statements. The related Mortgagor has
covenanted in the Mortgage Loan documents to deliver to the
mortgagee monthly, quarterly and/or annual operating statements
and rent rolls of each related Mortgaged Property.
(xxxiv) Single Purpose Entity. If such Mortgage Loan has a Cut-off
Date Balance in excess of $15 million, then the related Mortgagor
is obligated by its organizational documents and/or the related
Mortgage Loan documents to be a Single Purpose Entity for so long
as such Mortgage Loan is outstanding; and if such Mortgage Loan
has a Cut-off Date Balance less than $15 million, the related
Mortgagor is obligated by its organizational documents and/or the
related Mortgage Loan documents to own the related Mortgaged
Property and no other material asset unrelated to such Mortgaged
Property and, except as permitted by the related Mortgage Loan
documents, not to incur other financing, for so long as such
Mortgage Loan is outstanding.
9
(xxxv) Advancing of Funds. No advance of funds has been made, directly
or indirectly, by the originator or the Seller to the related
Mortgagor other than pursuant to the related Mortgage Note; and,
to the actual knowledge of the Seller, no funds have been
received from any Person other than such Mortgagor for or on
account of payments due on the related Mortgage Note.
(xxxvi) Legal Proceedings. To the Seller's actual knowledge, there are
no pending actions, suits or proceedings by or before any court
or governmental authority against or affecting the related
Mortgagor or any related Mortgaged Property that, if determined
adversely to such Mortgagor or Mortgaged Property, would
materially and adversely affect the value of such Mortgaged
Property or the ability of such Mortgagor to pay principal,
interest or any other amounts due under such Mortgage Loan.
(xxxvii) Originator Duly Authorized. To the extent required under
applicable law as of the Closing Date, the originator of such
Mortgage Loan was qualified and authorized to do business in each
jurisdiction in which a related Mortgaged Property is located at
all times when it held such Mortgage Loan to the extent necessary
to ensure the enforceability of such Mortgage Loan.
(xxxviii) Trustee under Deed of Trust. If the related Mortgage is a
deed of trust, a trustee, duly qualified under applicable law to
serve as such, is properly designated and serving under such
Mortgage, and no fees and expenses are payable to such trustee
except in connection with a trustee sale of the related Mortgaged
Property following a default or in connection with the release of
liens securing such Mortgage Loan.
(xxxix) Cross-Collateralization; Assignment of Collateral. If such
Mortgage Loan is cross-collateralized, it is cross-collateralized
only with other Mortgage Loans in the Trust Fund. The security
interest/lien on each material item of collateral for such
Mortgage Loan has been assigned to the Trustee.
(xl) Flood Hazard Insurance. None of the improvements on any related
Mortgaged Property are located in a flood hazard area as defined
by the Federal Insurance Administration or, if they are, the
related Mortgagor has obtained flood hazard insurance.
(xli) Engineering Assessments. One or more engineering assessments or
updates of a previously conducted engineering assessment were
performed by an Independent engineering consulting firm on behalf
of the Seller or one of its Affiliates with respect to each
related Mortgaged Property during the 12-month period preceding
the Cut-off Date, and the Seller, having made no independent
inquiry other than to review the report(s) prepared in connection
with such assessment(s) and/or update(s), does not have any
knowledge of any material and adverse engineering condition or
circumstance affecting such Mortgaged Property that was not
disclosed in such report(s); and, to the extent such assessments
revealed deficiencies, deferred maintenance or similar
conditions, either (A) the estimated cost has been escrowed or a
letter of credit has been
10
provided, (B) repairs have been made or (C) the scope of the
deferred maintenance relative to the value of such Mortgaged
Property was de minimis.
(xlii) Escrows. All escrow deposits and payments relating to such
Mortgage Loan are under control of the Seller or the servicer of
such Mortgage Loan and all amounts required as of the date hereof
under the related Mortgage Loan documents to be deposited by the
related Mortgagor have been deposited. The Seller is transferring
to the Trustee all of its right, title and interest in and to
such amounts.
(xliii) Licenses, Permits and Authorizations. The related Mortgagor
has represented in the related Mortgage Loan documents that it
was (and, to the actual knowledge of the Seller, as of the date
of origination of such Mortgage Loan, such Mortgagor was) in
possession of all material licenses, permits and authorizations
then required for use of the related Mortgaged Property by such
Mortgagor, which were valid and in full force and effect.
(xliv) Servicing and Collection Practices. The servicing and
collection practices used by the Seller or any prior holder of
the Mortgage Note have been in all respects legal and have met
customary industry standards.
(xlv) Fee Simple. Except as set forth in Schedule I to Exhibit B, such
Mortgage Loan is secured in whole or in material part by a fee
simple interest.
(xlvi) Leasehold Interest Only. If such Mortgage Loan is secured in
whole or in material part by the interest of the related
Mortgagor as a lessee under a Ground Lease but not by the related
fee interest, then:
(A) such Ground Lease or a memorandum thereof has been or will
be duly recorded and such Ground Lease permits the interest
of the lessee thereunder to be encumbered by the related
Mortgage or, if consent of the lessor thereunder is
required, it has been obtained prior to the Closing Date;
(B) upon the foreclosure of such Mortgage Loan (or acceptance of
a deed in lieu thereof), the Mortgagor's interest in such
Ground Lease is assignable to the Trustee without the
consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date)
and, in the event that it is so assigned, is further
assignable by the Trustee and its successors without a need
to obtain the consent of such lessor (or, if any such
consent is required, it has been obtained prior to the
Closing Date or may not be unreasonably withheld), provided
that in each such case, such Ground Lease has not been
terminated and all defaults, if any, on the part of the
related lessee have been cured;
(C) such Ground Lease may not be amended or modified without the
prior written consent of the mortgagee under such Mortgage
Loan and any such action without such consent is not binding
on such mortgagee, its successors or assigns;
11
(D) unless otherwise set forth in such Ground Lease, such Ground
Lease does not permit any increase in the amount of rent
payable by the ground lessee thereunder during the term of
such Mortgage Loan;
(E) such Ground Lease was in full force and effect as of the
date of origination of the related Mortgage Loan, and to the
actual knowledge of the Seller, at the Closing Date, such
Ground Lease is in full force and effect; to the actual
knowledge of the Seller, except for payments due but not yet
30 days or more delinquent, (1) there is no material default
under such Ground Lease, and (2) there is no event which,
with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a material
default under such Ground Lease;
(F) such Ground Lease, or an estoppel or consent letter received
by the mortgagee under such Mortgage Loan from the lessor,
requires the lessor thereunder to give notice of any default
by the lessee to such mortgagee; and such Ground Lease, or
an estoppel or consent letter received by the mortgagee
under such Mortgage Loan from the lessor, further provides
either (1) that no notice of termination given under such
Ground Lease is effective against such mortgagee unless a
copy has been delivered to the mortgagee in the manner
described in such Ground Lease, estoppel or consent letter
or (2) that upon any termination of such Ground Lease the
lessor will enter into a new lease with such mortgagee upon
such mortgagee's request;
(G) based upon the related policy of title insurance, the ground
lessee's interest in such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority
with, the related Mortgage, other than the related ground
lessor's related fee interest and any Permitted
Encumbrances;
(H) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity to cure any curable default under
such Ground Lease (not less than the time provided to the
related lessee under such ground lease to cure such default)
before the lessor thereunder may terminate or cancel such
Ground Lease;
(I) such Ground Lease has a currently effective term (exclusive
of any unexercised extension options set forth therein) that
extends not less than 10 years beyond the Stated Maturity
Date of the related Mortgage Loan;
(J) under the terms of such Ground Lease and the related
Mortgage Loan documents, taken together, any casualty
insurance proceeds, other than de minimis amounts for minor
casualties, with respect to the leasehold interest will be
applied either (i) to the repair or restoration of all or
part of the related Mortgaged Property, with the mortgagee
or a trustee appointed by it having the right to hold and
disburse such proceeds as the repair or restoration
progresses (except in such cases where a provision entitling
another party to hold and disburse such proceeds would not
be viewed as
12
commercially unreasonable by a prudent commercial mortgage
lender), or (ii) to the payment of the outstanding principal
balance of the Mortgage Loan together with any accrued
interest thereon; and, under the terms of such Ground Lease
and the related Mortgage Loan documents, taken together, any
condemnation proceeds or awards in respect of a total or
substantially total taking will be applied first to the
payment of the outstanding principal and interest on the
Mortgage Loan (except as otherwise provided by applicable
law) and subject to any rights to require the improvements
to be rebuilt;
(K) such Ground Lease does not impose any restrictions on use or
subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender;
(L) upon the request of the mortgagee under such Mortgage Loan,
the ground lessor under such Ground Lease is required to
enter into a new lease upon termination of the Ground Lease
for any reason prior to the expiration of the term thereof,
including as a result of the rejection of the Ground Lease
in a bankruptcy of the related Mortgagor unless the
mortgagee under such Mortgage Loan fails to cure a default
of the lessee under such Ground Lease following notice
thereof from the lessor; and
(M) to the actual knowledge of the Seller, the terms of the
related Ground Lease have not been waived, modified,
altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the
security intended to be provided by such Mortgage, except as
set forth in an instrument or document contained in the
related Mortgage File.
(xlvii) Fee Simple and Leasehold Interest. If such Mortgage Loan is
secured in whole or in part by the interest of the related
Mortgagor under a Ground Lease and by the related fee interest,
then (A) such fee interest is subject, and subordinated of
record, to the related Mortgage, (B) the related Mortgage does
not by its terms provide that it will be subordinated to the lien
of any other mortgage or other lien upon such fee interest, and
(C) upon occurrence of a default under the terms of the related
Mortgage by the related Mortgagor, the mortgagee under such
Mortgage Loan has the right (subject to the limitations and
exceptions set forth in paragraph (b)(v) above) to foreclose upon
or otherwise exercise its rights with respect to such fee
interest.
(xlviii) Tax Lot; Utilities. Each related Mortgaged Property constitutes
one or more complete separate tax lots or is subject to an
endorsement under the related title insurance policy; and each
related Mortgaged Property is served by a public or other
acceptable water system, a public sewer (or, alternatively, a
septic) system, and other customary utility facilities.
(xlix) Defeasance. If such Mortgage Loan is a Defeasance Loan, the
related Mortgage Loan documents require the related Mortgagor to
pay all reasonable costs associated with the defeasance thereof,
and either: (A) require the prior
13
written consent of, and compliance with the conditions set by,
the holder of such Mortgage Loan for defeasance, (B) require that
(1) defeasance may not occur prior to the second anniversary of
the Closing Date, (2) the Defeasance Collateral must be
government securities within the meaning of Treasury regulation
section 1.860G-2(a)(8)(i) and must be sufficient to make all
scheduled payments under the related Mortgage Note when due
(assuming for each ARD Mortgage Loan that it matures on its
Anticipated Repayment Date) or, in the case of a partial
defeasance that effects the release of a material portion of the
related Mortgaged Property, to make all scheduled payments under
the related Mortgage Note on that part of such Mortgage Loan
equal to at least 110% of the allocated loan amount of the
portion of the Mortgaged Property being released, (3) an
independent accounting firm (which may be the Mortgagor's
independent accounting firm) certify that the Defeasance
Collateral is sufficient to make such payments, (4) the Mortgage
Loan be assumed by a successor entity designated by the holder of
such Mortgage Loan, and (5) counsel provide an opinion letter to
the effect that the Trustee has a perfected security interest in
such Defeasance Collateral prior to any other claim or interest,
or (C) if such Mortgage Loan has a Cut-off Date Balance in excess
of $15,000,000, provide that the defeasance of such Mortgage Loan
is subject to rating confirmation by the Rating Agencies.
(l) Primary Servicing Rights. No Person has been granted or conveyed
the right to primary service such Mortgage Loan or receive any
consideration in connection therewith except (A) as contemplated
in the Pooling and Servicing Agreement with respect to primary
servicers that are to be sub-servicers of the Master Servicer,
(B) as has been conveyed to First Union, in its capacity as a
primary servicer, or (C) as has been terminated.
(li) Mechanics' and Materialmen's Liens. To the Seller's actual
knowledge, as of origination (A) the related Mortgaged Property
was free and clear of any and all mechanics' and materialmen's
liens that are not bonded or escrowed for, and (B) no rights were
outstanding that under law could give rise to any such lien that
would be prior or equal to the lien of the related Mortgage. The
Seller has not received actual notice with respect to such
Mortgage Loan that any mechanics' and materialmen's liens have
encumbered such Mortgaged Property since origination that have
not been released, bonded or escrowed for.
(lii) Due Date. The Due Date for such Mortgage Loan is scheduled to be
the first day, the sixth day or the eleventh day of each month.
(liii) Assignment of Leases. Subject only to Permitted Encumbrances,
the related Assignment of Leases set forth in or separate from
the related Mortgage and delivered in connection with such
Mortgage Loan establishes and creates a valid and, subject only
to the exceptions in paragraph (b)(v) above, enforceable first
priority lien and first priority security interest in the related
Mortgagor's right to receive payments due under any and all
leases, subleases, licenses or other agreements pursuant to which
any Person is entitled to occupy, use or possess all or any
portion of the related Mortgaged Property subject to the
14
related Mortgage, except that a license may have been granted to
the related Mortgagor to exercise certain rights and perform
certain obligations of the lessor under the relevant lease or
leases; and each assignor thereunder has the full right to assign
the same.
(liv) Borrower Formation or Incorporation. To the Seller's actual
knowledge, the related Mortgagor is a Person formed or
incorporated in a jurisdiction within the United States.
(lv) No Ownership Interest in Borrower. The Seller has no ownership
interest in the related Mortgaged Property or the related
Borrower other than as the holder of such Mortgage Loan, and
neither the Seller nor any affiliate of the Seller has any
obligation to make any capital contributions to the related
Borrower under the Mortgage or any other related Mortgage Loan
document.
(lvi) No Undisclosed Common Ownership. To the Seller's actual
knowledge, no two properties securing Mortgage Loans representing
5.0% or more of the Initial Pool Balance are directly or
indirectly under common ownership except to the extent that such
common ownership has been specifically disclosed in the Mortgage
Loan Schedule.
(lvii) Loan Outstanding. Such Mortgage Loan has not been satisfied in
full, and except as expressly contemplated by the related loan
agreement or other documents contained in the related Mortgage
File, no material portion of the related Mortgaged Property has
been released.
(lviii) ARD Mortgage Loan. If such Mortgage Loan is an ARD Mortgage
Loan and has a Cut-off Date Balance of $15,000,000 or more, then:
(A) the related Anticipated Repayment Date is not less than five
years from the origination date for such Mortgage Loan;
(B) such Mortgage Loan provides that from the related
Anticipated Repayment Date through the maturity date for
such Mortgage Loan, all excess cash flow (net of normal
monthly debt service on such Mortgage Loan, monthly expenses
reasonably related to the operation of the related Mortgaged
Property, amounts due for reserves established under such
Mortgage Loan, and payments for any other expenses,
including capital expenses, related to such Mortgaged
Property which are approved by mortgagee) will be applied to
repay principal due under such Mortgage Loan; and
(C) no later than the related Anticipated Repayment Date, the
related Mortgagor is required (if it has not previously done
so) to enter into a "lockbox agreement" whereby all revenue
from the related Mortgaged Property will be deposited
directly into a designated account controlled by the
mortgagee under such Mortgage Loan.
15
(lix) Appraisal. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage
Loan; and such appraisal satisfied either (A) the requirements of
the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal
Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in
either case as in effect on the date such Mortgage Loan was
originated.
16
SCHEDULE I
LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
CONTROL NUMBER PROPERTY ISSUE
-------------- -------- -----
EXCEPTIONS TO REPRESENTATION (V): LOAN DOCUMENT STATUS
---------------- --------------------------------------------------- -------------------------------------------------
62 Rockwest Corporate Park The Mortgage Loan is fully recourse to an
individual guarantor of the Borrower.
---------------- --------------------------------------------------- -------------------------------------------------
89 Willow Wood Apartments The Mortgage Loan is fully recourse to an
individual guarantor of the Borrower.
---------------- --------------------------------------------------- -------------------------------------------------
99 Budget Storage The Mortgage Loan is fully recourse to an
individual guarantor of the Borrower.
---------------- --------------------------------------------------- -------------------------------------------------
111 The Waldo Building The Mortgage Loan is fully recourse to an
individual guarantor of the Borrower for the
first 3 years of the loan term.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XX): ENVIRONMENTAL CONDITIONS
---------------- --------------------------------------------------- -------------------------------------------------
30 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The environmental site assessment was performed
more than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The environmental site assessment was performed
more than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
83 Chancellor Shopping Center The environmental site assessment was performed
more than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXVI): DUE-ON-ENCUMBRANCE
---------------- --------------------------------------------------- -------------------------------------------------
1 The UBS Warburg Building The Mortgage Loan permits mezzanine financing
in an amount up to $30,000,000, in compliance
with Rating Agency guidelines and subject to
terms and conditions outlined in the loan
documents.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXVIII): BORROWER CONCENTRATION
---------------- --------------------------------------------------- -------------------------------------------------
1 The UBS Warburg Building The Mortgage Loan represents more than 5% of
the pool.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXXIV): SINGLE PURPOSE ENTITY
---------------- --------------------------------------------------- -------------------------------------------------
9 ▇▇▇▇▇▇▇▇ Executive Plaza East The Borrower is a single purpose entity,
however, the Borrower provided the lender with
a guaranty of the debt owed by the Borrower
under the ▇▇▇▇▇▇▇▇ Executive Plaza West Loan.
---------------- --------------------------------------------------- -------------------------------------------------
15 ▇▇▇▇▇▇▇▇ Executive Plaza West The Borrower is a single purpose entity,
however, the Borrower provided the lender with
a guaranty of the debt owed by the Borrower
under the ▇▇▇▇▇▇▇▇ Executive Plaza East Loan.
---------------- --------------------------------------------------- -------------------------------------------------
33 Victorian Inn The Borrower is a single purpose entity,
however, the Borrower provided the lender with
a guaranty of the debt owed by the Borrower
under the Spindrift Inn and Monterrey Bay Inn
Loans.
---------------- --------------------------------------------------- -------------------------------------------------
36 Spindrift Inn The Borrower is a single purpose entity,
however, the Borrower provided the lender with
a guaranty of the debt owed by the Borrower
under the Victorian Inn and Monterrey Bay Inn
Loans.
---------------- --------------------------------------------------- -------------------------------------------------
39 Monterrey Bay Inn The Borrower is a single purpose entity,
however, the Borrower provided the lender with
a guaranty of the debt owed by the Borrower
under the Victorian Inn and Spindrift Inn Loans.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XLI): ENGINEERING ASSESSMENTS
---------------- --------------------------------------------------- -------------------------------------------------
30 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The engineering assessment was performed more
than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The engineering assessment was performed more
than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
83 Chancellor Shopping Center The engineering assessment was performed more
than 12 months prior to the Cut-off Date.
---------------- --------------------------------------------------- -------------------------------------------------
2
EXCEPTIONS TO REPRESENTATION (XLVI)(I): LEASEHOLD INTEREST ONLY
---------------- --------------------------------------------------- -------------------------------------------------
50 Food 4 Less - Harbor City The current ground lease term runs to 2016
with one additional 10 year extension option,
which has been assigned to the lender. The
Stated Maturity Date is in 2011.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (LI): MECHANICS' AND MATERIALMEN'S LIENS
---------------- --------------------------------------------------- -------------------------------------------------
82 Chancellor Center A mechanics lien in the approximate amount of
$14,000 was filed against the related mortgaged
property as a result of non-payment for services
rendered pursuant to a contract between a vendor
and a tenant. The amount due to the vendor remains
a disputed item and has not been paid to date.
Three other liens were filed against the related
mortgaged property as a result of non-payment for
services rendered pursuant to a contract between
vendors and the same tenant. Pursuant to a
settlement agreement, the vendors have been paid
and lien releases have been executed and will be
filed. The settlement agreement provides for the
remaining payment of approximately $206,100 to be
paid upon completion of the work. The lender is
currently holding an escrow of approximately
$213,000 to cover landlord's remaining obligations
for such tenant work.
---------------- --------------------------------------------------- -------------------------------------------------
EXCEPTIONS TO REPRESENTATION (LV): NO OWNERSHIP INTEREST IN BORROWER
---------------- --------------------------------------------------- -------------------------------------------------
1 The UBS Warburg Building An affiliate of the Mortgage Loan Seller holds
a 50% ownership interest in the Borrower.
---------------- --------------------------------------------------- -------------------------------------------------
3
SCHEDULE I-XLV
PROPERTIES SUBJECT TO LEASEHOLD INTEREST
---------------- ---------------------------------------------------------------
CONTROL NUMBER PROPERTY
-------------- --------
---------------- ---------------------------------------------------------------
1 The UBS Warburg Building
---------------- ---------------------------------------------------------------
39 Monterey Bay Inn
---------------- ---------------------------------------------------------------
50 Food 4 Less- Harbor City
---------------- ---------------------------------------------------------------
4
EXHIBIT C-1
OPINION OF CADWALADER, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
December 18, 2001
Addressees listed on Schedule A
Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7
Ladies and Gentlemen:
We are rendering this opinion pursuant to Section 8(j) of the Mortgage Loan
Purchase Agreement, dated as of December 5, 2001 (the "Mortgage Loan Purchase
Agreement"), among UBS Warburg Real Estate Investments Inc. ("UBSREI"), as
seller, UBS Principal Finance LLC ("UBSPF"), as an additional party, and
Structured Asset Securities Corporation ("SASC"), as purchaser.
We have acted as special counsel to UBSREI in connection with the following
transactions (collectively, the "Transactions"): (i) the sale by UBSREI, and the
purchase by SASC, of commercial mortgage loans in the principal amount of
approximately $559,042,320 (the "UBS Mortgage Loans"), pursuant to the Mortgage
Loan Purchase Agreement; (ii) the execution by UBSREI of the UBS Indemnification
Agreement, dated as of December 5, 2001, by and among UBSREI, UBS (USA) Inc.
("UBS (USA)"), SASC and the Purchasers (as defined below) (the "Indemnification
Agreement"); and (iii) the acknowledgement by UBSREI of certain sections of the
Underwriting Agreement, dated as of December 5, 2001 (the "Underwriting
Agreement"), by and among SASC and ▇▇▇▇▇▇ Brothers Inc., UBS Warburg LLC and
Credit Suisse First Boston Corporation, as purchasers (collectively, the
"Purchasers") and acknowledged with respect to certain sections by UBSREI and
▇▇▇▇▇▇ Brothers Holdings Inc.
We have also acted as special counsel to UBS (USA) in connection with the
execution by UBS (USA) of the Indemnification Agreement and to UBSPF in
connection with the execution by UBSPF of the Mortgage Loan Purchase Agreement.
The Mortgage Loan Purchase Agreement, the Indemnification Agreement and
Underwriting Agreement are collectively referred to herein as the "Agreements".
Capitalized terms not defined herein have the respective meanings set forth in
the Mortgage Loan Purchase Agreement.
In rendering the opinions set forth below, we have examined and, as to
factual matters relevant to the opinions set forth below, relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Agreements, and such certificates, corporate and public
records, agreements and instruments and other documents, including, among other
things, the documents delivered on the date hereof, as we have deemed
appropriate as a basis for the opinions expressed below. In such examination we
have assumed the genuineness of all signatures, the authenticity of all
documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, and the accuracy of the factual matters
set forth in the documents, agreements and instruments we reviewed. As to any
facts material to such opinions expressed below that were not known to us, we
have relied upon statements and representations of officers and other
representatives of UBSREI, UBSPF and UBS (USA).
We have also assumed that all documents, agreements and instruments have
been duly authorized, executed and delivered by all parties thereto, that all
such parties had the power and legal right to execute and deliver all such
documents, agreements and instruments, and, except as to UBSREI, UBSPF and UBS
(USA) that such documents, agreements and instruments are valid, binding and
enforceable obligations of such parties.
We express no opinion concerning the laws of any jurisdiction other than
the laws of the State of New York and federal laws (without regard to conflicts
of laws principles).
Based upon and subject to the foregoing, we are of the opinion that:
1. The Mortgage Loan Purchase Agreement and the Underwriting Agreement
each constitutes the legal, valid and binding agreement of UBSREI, and
the Mortgage Loan Purchase Agreement constitutes the legal, valid and
binding agreement of UBSPF, enforceable against UBSREI or UBSPF, as
applicable, in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, receivership or other laws relating to or affecting
creditors' rights generally, and to general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law), and except that the enforcement of rights with
respect to indemnification and contribution obligations and provisions
(a) purporting to waive or limit rights to trial by jury, oral
amendments to written agreements or rights of set off or (b) relating
to submission to jurisdiction, venue or service of process, may be
limited by applicable law and considerations of public policy.
2. None of the sale of the UBS Mortgage Loans, the consummation by UBSREI
or UBSPF, as applicable, of any of the other transactions contemplated
by the Agreements to which it is a party or the execution, delivery
and performance of the terms of the Agreements to which it is a
2
party by UBSREI or UBSPF, as applicable, will conflict with, or result
in the violation of, any New York State or federal law that is
applicable to UBSREI or UBSPF, as applicable.
3. The execution, delivery and performance of the terms of the
Indemnification Agreement by UBS (USA) will not conflict with, or
result in the violation of, any New York State or federal law that is
applicable to UBS (USA).
We are furnishing this opinion letter to you solely for your benefit in
connection with the transactions referred to herein. This opinion letter is not
to be relied upon, used, circulated, quoted or otherwise referred to by any
other person or for any other purpose without our prior written consent. In
addition, we disclaim any obligation to update this opinion letter for changes
in fact or law, or otherwise.
Very truly yours,
SCHEDULE A
Structured Asset Securities Corporation Standard and Poor's Ratings Services, a
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
UBS Warburg LLC ▇▇▇▇▇'▇ Investor Services, Inc.
1285 Avenue of the Americas ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
December 18, 2001
Addressees listed on Schedule A
Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7 (the "Certificates")
Ladies and Gentlemen:
We are rendering this opinion pursuant to Section 8(j) of the Mortgage Loan
Purchase Agreement, dated as of December 5, 2001 (the "Mortgage Loan Purchase
Agreement"), among UBS Warburg Real Estate Investments Inc. ("UBSREI"), as
seller, UBS Principal Finance LLC ("UBSPF"), as an additional party, and
Structured Asset Securities Corporation ("SASC"), as purchaser.
We have acted as special counsel to UBSREI in connection with the following
transactions (collectively, the "Transactions"): (i) the sale by UBSREI, and the
purchase by SASC, of commercial mortgage loans in the principal amount of
approximately $559,042,320, pursuant to the Mortgage Loan Purchase Agreement;
(ii) the acknowledgement by UBSREI of certain sections of the Underwriting
Agreement, dated as of December 5, 2001 (the "Underwriting Agreement"), by and
among SASC and ▇▇▇▇▇▇ Brothers Inc., UBS Warburg LLC and Credit Suisse First
Boston Corporation, as purchasers (collectively, the "Purchasers") and
acknowledged with respect to certain sections by UBSREI and ▇▇▇▇▇▇ Brothers
Holdings Inc.; and (iii) the execution by UBSREI of the UBS Indemnification
Agreement, dated as of December 5, 2001 (the "Indemnification Agreement"), by
and among UBSREI, UBS (USA) Inc. ("UBS (USA)", and together with UBSREI and
UBSPF, the "UBS Entities"), SASC and the Purchasers. We have also acted as
special counsel to UBS (USA) in connection with the execution by UBS (USA) of
the Indemnification Agreement and as special counsel to UBSPF in connection with
the execution by UBSPF of the Mortgage Loan Purchase Agreement.
The Mortgage Loan Purchase Agreement, the Indemnification Agreement and
Underwriting Agreement are collectively referred to herein as the "Agreements".
Capitalized
terms not defined herein have the respective meanings set forth in the Mortgage
Loan Purchase Agreement.
In rendering the opinion set forth below, we have examined and, as to
factual matters relevant to the opinions set forth below, relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Agreements and such certificates, corporate and public
records and other documents, agreements, instruments and opinions, including,
among other things, the documents delivered at the closing of the purchase and
sale of the Certificates (the "Closing"), as we have deemed necessary as a basis
for such opinions expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, and the accuracy of the factual matters set forth in the documents,
agreements and instruments we reviewed. As to any facts material to such
opinions that were not known to us, we have relied upon statements, certificates
and representations of officers and other representatives of the UBS Entities,
SASC and the Purchasers included in the Agreements and other documents,
certificates and opinions delivered at the Closing, and of public officials.
Except as expressly set forth herein, we have not undertaken any independent
investigation (including, without limitation, conducting any review, search or
investigation of any public files, records or dockets) to determine the
existence or absence of the facts that are material to our opinion, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the UBS Entities and others in connection
with the preparation and delivery of this letter. We have examined such
questions of law as we have deemed necessary for purposes of these opinions.
We have assumed that all documents, agreements and instruments have been
duly authorized, executed and delivered by all parties thereto, that all such
parties had the power and legal right to execute and deliver all such documents,
agreements and instruments, and that such documents, agreements and instruments
are valid, binding and enforceable obligations of such parties. As used herein,
"to our knowledge," "known to us" or words of similar import mean the actual
knowledge, without independent investigation, of any lawyer in our firm actively
involved in the transactions contemplated by the Agreements.
We express no opinion concerning the laws of any jurisdiction other than
the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
execution, delivery and performance by the UBS Entities of the Agreements to
which they are parties and the consummation by the UBS Entities of the
transactions therein contemplated do not require any consent, approval, license,
authorization or validation of, or filing, recording or registration with, any
executive, legislative, judicial, administrative or regulatory bodies of the
United States of America pursuant to those laws, rules and regulations of the
United States of America which, in our experience, are normally applicable to
transactions of the type contemplated by the Agreements, to be obtained on the
part of the UBS Entities, except those that may be required
2
under state securities or blue sky laws, and such other approvals that have been
obtained and, to our knowledge, are in effect.
We are furnishing this opinion letter to you solely for your benefit in
connection with the transactions referred to herein. This opinion letter is not
to be relied upon, used, circulated, quoted or otherwise referred to by any
other person or for any other purpose without our prior written consent. In
addition, we disclaim any obligation to update this opinion letter for changes
in fact or law, or otherwise.
Very truly yours,
SCHEDULE A
Structured Asset Securities Corporation Standard and Poor's Ratings Services, a
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. LaSalle Bank National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
UBS Warburg LLC ▇▇▇▇▇'▇ Investor Services, Inc.
1285 Avenue of the Americas ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT C-2
OPINIONS OF IN-HOUSE COUNSEL TO THE SELLER, THE ADDITIONAL PARTY AND THE
CO-INDEMNITOR
December 18, 2001
TO THE PERSONS ON
THE ATTACHED SCHEDULE A
Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7
Ladies and Gentlemen:
I am Managing Director and Counsel of UBS AG. UBS Principal Finance LLC, a
Delaware limited liability company ("UBSPF"), is a wholly owned subsidiary of
UBS AG. I have been asked to deliver this opinion in connection with (i) the
sale by UBS Warburg Real Estate Investments Inc. and the purchase by Structured
Asset Securities Corporation ("SASC") of certain multi-family and commercial
mortgage loans, pursuant to a Mortgage Loan Purchase Agreement dated as of
December 5, 2001 (the "Agreement"), by and among SASC, as purchaser, UBS Warburg
Real Estate Investments Inc., as seller, and UBSPF, as repurchase party.
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Agreement.
I, or others under my supervision, have examined such documents as I
believe are necessary or appropriate for the purposes of this opinion, including
the certificate of formation, incumbency resolution and limited liability
company agreement adopted by the members of UBSPF and the Agreement and all
exhibits thereto. In reaching such opinions, I have assumed without
investigation, except as expressly set forth below, that there are no facts
inconsistent with the assumptions made in paragraphs A through D below.
A. All signatures of parties, other than UBSPF, on all documents are
genuine. Each person executing any such instrument, document or agreement,
whether individually or on behalf of a firm or other business entity, other than
UBSPF, is duly authorized to do so.
B. All documents submitted as original are authentic, and all photostatic
copies, and all copies certified by a governmental custodian or a party to the
transaction, conform to authentic original documents.
C. All natural persons, including all persons acting on behalf of a
business entity, are legally competent.
D. All other parties to documents, other than UBSPF, have the requisite
power and authority to consummate the transactions contemplated by the Agreement
and to execute and deliver the applicable documents.
Based on my review of the foregoing and such other considerations of law
and fact as I believe to be relevant, and subject to the limitations,
assumptions and qualifications set forth herein, I am of the opinion that:
1. The Agreement has been duly authorized, executed and delivered by UBSPF.
2. UBSPF is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has the
requisite power and authority to enter into and perform its obligations under
the Agreement.
3. The execution, delivery and performance of the terms of the Agreement
will not result in the breach or violation of or a default under any material
order or decree of any court, regulatory body, administrative agency or
governmental body having jurisdiction over UBSPF and known to me as being
applicable to UBSPF.
4. There is no action, suit or proceeding against, or investigation of,
UBSPF pending or, to my knowledge, threatened against UBSPF before any court,
administrative agency or other tribunal which, either individually or in the
aggregate, (a) asserts the invalidity of the Agreement, (b) seeks to prevent the
consummation of any of the transactions contemplated by the Agreement or (c)
would materially and adversely affect (i) the performance by UBSPF of its
obligations under, or the validity or enforceability of, the Agreement, or (ii)
any rights with regard to the Mortgaged Properties or the Mortgage Loans.
5. No consent, approval, authorization or order of, and no filing or
registration with, any court or governmental agency or regulatory body, of which
I have actual knowledge, the absence of which would have a material adverse
effect on UBSPF or the transactions contemplated by the Agreement, is required
on the part of UBSPF for the execution, delivery or performance by UBSPF of the
Agreement, except those which have been obtained and are in full force and
effect.
6. The execution, delivery and performance by UBSPF of, and the
consummation of the transactions contemplated by, the Agreement do not and will
not result in a breach of any term or provision of the certificate of formation
or limited liability company agreement of UBSPF or in a breach of, constitute a
default under, require any consent under, or result in the acceleration or
require prepayment of any indebtedness pursuant to the terms of, any agreement
or instrument, of which I have actual knowledge, to which UBSPF is a party or by
which it is bound or to which it is subject, or result in the creation or
imposition of any lien upon any property of UBSPF pursuant to the terms of any
such agreement or instrument, any of which occurrences, either in any one
instance or in the aggregate, would call into question the validity of the
Agreement or be reasonably likely to impair materially the ability of UBSPF to
perform under the terms of the Agreement.
2
In addition to the qualifications set forth above, the opinions herein are
also subject to the following qualifications:
1. I am a member of the Bar of the State of New York, and the opinions
expressed herein concern only the laws of the State of New York, as currently in
effect, the limited liability company law of the State of Delaware, as currently
in effect, and solely with respect to paragraphs 3 and 4 above, the federal laws
of the United States of America, as currently in effect.
2. I assume no obligation to supplement this opinion if, after the date
hereof, any applicable laws change or I become aware of any facts that might
change the opinions set forth herein.
3. The opinions are limited to the matters set forth in this letter. No
other opinions should be inferred beyond the matters expressly stated.
The opinions expressed in this letter may be relied upon solely by the
addressees hereof solely with respect to the transactions described in the
Agreement, and may not be relied upon by any other person or entity, without my
specific prior written consent.
Sincerely,
3
SCHEDULE A
UBS Warburg LLC Standard and Poor's Ratings Services, a division
1285 Avenue of the Americas of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. ▇▇▇▇▇'▇ Investors Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation Structured Asset Securities Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
December 18, 2001
TO THE PERSONS ON
THE ATTACHED SCHEDULE A
Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7
Ladies and Gentlemen:
I am Managing Director and Counsel of UBS AG. UBS Warburg Real Estate
Investments Inc., a Delaware corporation ("UBSREI"), is a wholly owned
subsidiary of UBS AG. I have been asked to deliver this opinion in connection
with (i) the sale by UBSREI and the purchase by Structured Asset Securities
Corporation ("SASC") of certain multi-family and commercial mortgage loans,
pursuant to a Mortgage Loan Purchase Agreement dated as of December 5, 2001 (the
"Sale Agreement"), by and among UBSREI and SASC, (ii) the execution by UBSREI of
the Underwriting Agreement dated as of December 5, 2001, (the "Underwriting
Agreement"), by and among SASC, ▇▇▇▇▇▇ Brothers, Inc. ("▇▇▇▇▇▇"), Credit Suisse
First Boston Corporation ("CSFB") and UBS Warburg LLC ("UBSW" and, together with
▇▇▇▇▇▇ and CSFB, the "Underwriters") and acknowledged with respect to certain
sections by UBSREI, and (iii) the execution by UBSREI of the UBS Indemnification
Agreement dated as of December 5, 2001, by and among UBSREI, SASC, UBS (USA)
Inc. and the Underwriters (the "Indemnification Agreement", and, together with
the Sale Agreement and the Underwriting Agreement, the "Agreements").
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Underwriting Agreement.
I, or others under my supervision, have examined such documents as I
believe are necessary or appropriate for the purposes of this opinion, including
the articles of incorporation, by-laws and incumbency resolution adopted by the
directors of UBSREI and the Agreements and all exhibits thereto. In reaching
such opinions, I have assumed without investigation, except as expressly set
forth below, that there are no facts inconsistent with the assumptions made in
paragraphs A through D below.
A. All signatures of parties, other than UBSREI, on all documents are
genuine. Each person executing any such instrument, document or agreement,
whether individually or on behalf of a firm or other business entity, other than
UBSREI, is duly authorized to do so.
B. All documents submitted as original are authentic, and all photostatic
copies, and all copies certified by a governmental custodian or a party to the
transaction, conform to authentic original documents.
C. All natural persons, including all persons acting on behalf of a
business entity, are legally competent.
D. All other parties to documents, other than UBSREI, have the requisite
power and authority to consummate the transactions contemplated by the
Agreements and to execute and deliver the applicable documents.
Based on my review of the foregoing and such other considerations of law
and fact as I believe to be relevant, and subject to the limitations,
assumptions and qualifications set forth herein, I am of the opinion that:
1. Each of the Agreements has been duly authorized, executed and delivered
by UBSREI.
2. UBSREI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the requisite power
and authority to enter into and perform its obligations under the Agreements.
3. The execution, delivery and performance of the terms of the Agreements
will not result in the breach or violation of or a default under any material
order or decree of any court, regulatory body, administrative agency or
governmental body having jurisdiction over UBSREI and known to me as being
applicable to UBSREI.
4. There is no action, suit or proceeding against, or investigation of,
UBSREI pending or, to my knowledge, threatened against UBSREI before any court,
administrative agency or other tribunal which, either individually or in the
aggregate, (a) asserts the invalidity of the Agreements, (b) seeks to prevent
the consummation of any of the transactions contemplated by the Agreements or
(c) would materially and adversely affect (i) the performance by UBSREI of its
obligations under, or the validity or enforceability of, the Agreements, or (ii)
any rights with regard to the Mortgaged Properties or the Mortgage Loans.
5. No consent, approval, authorization or order of, and no filing or
registration with, any court or governmental agency or regulatory body, of which
I have actual knowledge, the absence of which would have a material adverse
effect on UBSREI or the transactions contemplated by the Agreements, is required
on the part of UBSREI for the execution, delivery or performance by UBSREI of
the Agreements, except those which have been obtained and are in full force and
effect.
6. The execution, delivery and performance by UBSREI of, and the
consummation of the transactions contemplated by, the Agreements do not and will
not result in a breach of any term or provision of the organizational documents
of UBSREI or in a breach of, constitute a default under, require any consent
under, or result in the acceleration or require prepayment of any indebtedness
pursuant to the terms of, any agreement or instrument, of which I have actual
knowledge, to which UBSREI is a party or by which it is bound or to which it is
subject, or result in the creation or imposition of any lien upon any property
of UBSREI pursuant to the terms of any such agreement or instrument, any of
which occurrences, either in any one instance or in the aggregate,
2
would call into question the validity of the Agreements or be reasonably likely
to impair materially the ability of UBSREI to perform under the terms of the
Agreements.
In addition to the qualifications set forth above, the opinions herein are
also subject to the following qualifications:
1. I am a member of the Bar of the State of New York, and the opinions
expressed herein concern only the laws of the State of New York, as currently in
effect, the corporation law of the State of Delaware, as currently in effect,
and solely with respect to paragraphs 3 and 4 above, the federal laws of the
United States of America, as currently in effect.
2. I assume no obligation to supplement this opinion if, after the date
hereof, any applicable laws change or I become aware of any facts that might
change the opinions set forth herein.
3. The opinions are limited to the matters set forth in this letter. No
other opinions should be inferred beyond the matters expressly stated.
The opinions expressed in this letter may be relied upon solely by the
addressees hereof solely with respect to the transactions described in the
Agreements, and may not be relied upon by any other person or entity, without my
specific prior written consent.
Sincerely,
3
SCHEDULE A
UBS Warburg LLC Standard and Poor's Ratings Services, a division
1285 Avenue of the Americas of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. Moody's Investors Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation Structured Asset Securities Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
December 18, 2001
TO THE PERSONS ON
THE ATTACHED SCHEDULE A
RE: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7
Ladies and Gentlemen:
I am Managing Director and Counsel of UBS AG. UBS (USA) Inc., a Delaware
corporation ("UBS(USA)"), is a wholly owned subsidiary of UBS AG, and I have
acted as counsel to UBS(USA) with respect to certain matters in connection with
the UBS Indemnification Agreement dated as of December 5, 2001 (the "UBS
Indemnification Agreement") by and among UBS Warburg Real Estate Investments
Inc. ("UBSREI"), UBS(USA), Structured Asset Securities Corporation
("Depositor"), ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇"), UBS Warburg LLC ("UBSW") and
Credit Suisse First Boston Corporation ("CSFB" and, together with ▇▇▇▇▇▇ and
USBW the "Underwriters"). Capitalized terms not defined herein have the meaning
assigned to them in the Indemnification Agreement.
I, or others under my supervision, have examined such documents as I
believe are necessary or appropriate for the purposes of this opinion, including
the certificate of incorporation and by-laws adopted by the board of directors
of UBS(USA) and the Indemnification Agreement and all exhibits thereto. In
reaching such opinions, I have assumed without investigation, except as
expressly set forth below, that there are no facts inconsistent with the
assumptions made in paragraphs A through D below.
A. All signatures of parties, other than UBS(USA), on all documents are
genuine. Each person executing any such instrument, document or agreement,
whether individually or on behalf of a firm or other business entity, other than
UBS(USA), is duly authorized to do so.
B. All documents submitted as original are authentic, and all photostatic
copies, and all copies certified by a governmental custodian or a party to the
transaction, conform to authentic original documents.
C. All natural persons, including all persons acting on behalf of a
business entity, are legally competent.
D. All other parties to documents, other than UBS(USA), have the requisite
power and authority to consummate the transactions contemplated by the
Indemnification Agreement and to execute and deliver the applicable documents.
Based on my review of the foregoing and such other considerations of law
and fact as I believe to be relevant, and subject to the limitations,
assumptions and qualifications set forth herein, I am of the opinion that:
1. The Indemnification Agreement has been duly authorized, executed and
delivered by UBS(USA).
2. UBS(USA) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the requisite power
and authority to enter into and perform its obligations under the
Indemnification Agreement.
3. The execution, delivery and performance of the terms of the
Indemnification Agreement will not result in the breach or violation of or a
default under any material order or decree of any court, regulatory body,
administrative agency or governmental body having jurisdiction over UBS(USA) and
known to me as being applicable to UBS(USA).
4. There is no action, suit or proceeding against, or investigation of,
UBS(USA) pending or, to my knowledge, threatened against UBS(USA) before any
court, administrative agency or other tribunal which, either individually or in
the aggregate, (a) asserts the invalidity of the Indemnification Agreement, (b)
seeks to prevent the consummation of any of the transactions contemplated by the
Indemnification Agreement or (c) would materially and adversely affect the
performance by UBS(USA) of its obligations under, or the validity or
enforceability of, the Indemnification Agreement.
5. No consent, approval, authorization or order of, and no filing or
registration with, any court or governmental agency or regulatory body, of which
I have actual knowledge, the absence of which would have a material adverse
effect on UBS(USA) or the transactions contemplated by the Indemnification
Agreement, is required on the part of UBS(USA) for the execution, delivery or
performance by UBS(USA) of the Indemnification Agreement, except those which
have been obtained and are in full force and effect.
6. The execution, delivery and performance by UBS(USA) of, and the
consummation of the transactions contemplated by, the Indemnification Agreement
do not and will not result in the breach of any term or provision of the
certificate of incorporation or by-laws of UBS(USA) or in a breach of,
constitute a default under, require any consent under, or result in the
acceleration or require prepayment of any indebtedness pursuant to the terms of,
any agreement or instrument of which I have actual knowledge to which UBS(USA)
is a party or by which it is bound or to which it is subject, or result in the
creation or imposition of any lien upon any property of UBS(USA) pursuant to the
terms of any such agreement or instrument, any of which occurrences, either in
any one instance or in the aggregate, would call into question the validity of
the Indemnification Agreement or be reasonably likely to impair materially the
ability of UBS(USA) to perform under the terms of the Indemnification Agreement.
2
In addition to the qualifications set forth above, the opinions herein are
also subject to the following qualifications:
1. I am a member of the Bar of the State of New York, and the opinions
expressed herein concern only the laws of the State of New York, as currently in
effect, the corporate law of the State of Delaware, as currently in effect, and
solely with respect to paragraphs 3 and 4 above, the federal laws of the United
States of America, as currently in effect.
2. I assume no obligation to supplement this opinion if, after the date
hereof, any applicable laws change or I become aware of any facts that might
change the opinions set forth herein.
3. The opinions are limited to the matters set forth in this letter. No
other opinions should be inferred beyond the matters expressly stated.
The opinions expressed in this letter may be relied upon solely by the
addressees hereof solely with respect to the transactions described in the
Indemnification Agreement, and may not be relied upon by any other person or
entity, without my specific prior written consent.
Sincerely,
3
SCHEDULE A
UBS Warburg LLC Standard and Poor's Ratings Services, a division
1285 Avenue of the Americas of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc. Moody's Investors Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Suisse First Boston Corporation Structured Asset Securities Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇